The Amazing Spider-Gwen
by Scapolite
Summary: Gwen Stacy is an aloof girl living with her roommate MJ, content to beat up thugs, attempting to follow in her father's footsteps. But after she becomes a target of gangsters led by the Don, many superpowered criminals on the loose, the return of a childhood friend, and a rich widow's decade-long plot, Gwen finds herself entangled in a conspiracy bound by her late father's legacy.
1. The System Shocker

**Disclaimer: We are not Marvel.**

 **#1:The System Shocker.**

At a glance, the MTB seemed like any ordinary bank. The walls were polished to a gleaming white, an inoffensive smile stretched across each employee's face, daylight illuminating the vaults. What set it apart from most examples was an abundance of men conspicuously dressed in black trenchcoats, the odd tear in the fabric or patched sleve betraying the fact that their uniforms were only in slightly rougher condition than the men that wore them.

A stray moment passed, before the stillness of that place was broken when the bank's double doors blasted open. The doors hit two of the coated men, knocking them over like ragdolls. The rest quickly drew their tommy guns, as both staff and customer alike stood in too much of a daze to react any further.

The newly opened doorway remained untouched. A wise decision, all things considered, as the many gun barrels stayed aimed in it's path, until one of their own abruptly turned and directed a spray of bullets at his associates.

"The hell you doin', Alex?!" one of them shouted, shifting the attention of the others to him as well.

"Quitting," he said, before opening fire on the rest.

In any other situation, the man would have been gunned down before he had the time to so much as blink twice. Unbenounced to the mobsters however, he was assisted with a sudden blast from outside, carrying a loud, heavy sound, akin to an amplified bass. The sonic blast flung the guards aside like bowling pins.

Once he was reasonably certain no one felt like getting up from that one, Alex shifted his aim on the customers and staff.

"You're hostages now! So keep quiet or better hope you like the taste of lead salad!"

"Lead salad?" said a deep voice from behind him. "Please, be more serious."

A figure in a dark robe walked in through the destroyed doorway. It observed every hostage staring at it with fear. Then it glanced at the fallen guards.

"Money, like any pretty girl on the street, is a simple temptation. It's just as easy to lure her away as catch a man's eye. But the fool that falls to her charm will always meet a bitter end."

"Open the vault, Alex."

"Got it, boss," he said, the voice sounding tinny through his radio.

"Central: open Vault E345. Security code : Catherine73."

The enrobed man walked over to the vault, while Alex kept the gun aimed on the hostages.

"Alex... why?" said one, attempting to stand up in vain. "We were a family!"

"Not to me. Your family can shove it."

A minute later, the enrobed man returned, carrying a sack in one hand, and a Molotov in the other, which was quickly tossed behind him as he ran out of the vault.

"Car. Now," he said, as Alex followed. The two men climbed into a Packard that'd clearly seen better years. As the engine groaned and sputtered to life, a small explosion obscured them from view in a shower of broken glass and concrete, long enough to escape before a mix of police and luxury cars arrived too late on the scene to give chase.

"The Don's gonna be pissed!" observed one.

A few streets away, the two theives rode in silence, until the excitement was too contagious for Alex to keep to himself.

"Oh man, we did it! We're so gonna be rich!" Alex shouted, careless of open windows. "Can't believe I doubted ya, man."

"Patience, friend. Just a moment, and you will be free."

"I can't wait to buy the tickets..." Alex pulled over the car near an alley. "Ok, that's our stop. So, hey, when do we split the cash?"

His companion got out of the car in silence.

"Uh, what's going on?"

"The flames have it now," he said, opening his bag to show it was empty.

"W-what? You promised me money!"

"I promised you the luxury of freedom. You got exactly that."

"You double-crossing..." Alex reached for the gun.

The enrobed man extended his arm, revealing a red glove with metal plates underneath. The metal-plating struck him across his side, knocking him to the ground. Before he had time to react, he was yanked to his knees by his trenchcoat, the shouts of protest quickly muffled as Alex felt the sack shoved over his head, neck reddening as the man tied a quick knot around his throat.

A pulsating, throbbing tone was heard before Alex felt the beam's blast.

* * *

A few streets away, a young woman sat leasurely on a rooftop.

She wore a form-fitting costume, patterned white from the hood around her mask to the upper half of her body, descending to black from the bottom half of her spandex. Fading to a detailed blue webbing that encircled each foot, the outlines were reminiscent of a matching pair of shoes. The web motif continued to the sleves, the blue accents contrasting with the pink that colored all but the edges, the same scheme used to add color to the inside of her otherwise white hood, at last coming to rest in the blushed highlights of her eyes.

She stretched lazily, before giving a rare sigh of contentment. "Aaah, what a view. One of the perks of being the Spider-Woman," she said. "From up here it's nothing like the New York City I know."

She jumped from the rooftop, head first down below. Then, after a somersault, she fired a line of web from her hand. The web conected with a wall, the momentum letting her swing forward.

"Actually, Spider-Woman sounds kinda weird," she mused. "Should I be Spider-Girl? Nah, that'll be awkward in 20 years. How about Black Widow? Right, it's taken, besides, my costume doesn't work for that."

She landed on a wall, sticking to it as if on a wim gravity decided she should be an exception to it's normally strict rule.

"What about Spider-Gwen? Pfft, good luck maintaining a secret identity with that. Oh hey, I'm not Gwendolyn Stacy, I'm just someone with the same body type, style, voice, and name as her! Oh well, Spider-Woman it is, for now."

Without warning, her thoughts were cut short by a shout.

"Aaaaargh, that traitorous ^&^% son of a #$& and a %$##^!"

"Wow, a #$& and a %$##^? That's some creative use of language." she jumped down, landing on a balcony. She saw a vaguely familiar face being partially crushed by his own flipped car. She jumped over to him.

"So, what happened here, Shakespeare?" she casually lifted the car with her hands, tossing it away from him.

"Heeey, come to think of it, you look familiar. Did I punch you in the mouth a couple times last week?"

Seeing the sack still tightly covering his face, she hurredly got it off of him.

"Ugh... ugh... y-you aren't taking me to prison, right? I-I wanted out, I swear I did!" he said in a rush, taking a deep breath of cool evening air

"Once, during that thing in a bar... name's Alex..." he clutched at his own leg, seemingly in the throws of a sudden agony. "Aaargh!"

"Dude, you need a hospital, like, pronto. Who did this to you anyway?"

"I swear, I dunno who did this to me. Some shady guy in this black robe." He coughed, rubbing at his bruised throat.

"Said he'd give me the one thing I wanted most. I wanted out, all I had to do was help him rob a bank and he'd make sure the Don wouldn't get to me. Thought he just meant plane tickets or somethin'."

Some time later, above a conveniently-nearby hospital...

"Okay, so I am to find a guy in a black robe. Question is... whose convention do I crash? Or should I do the sensible thing and check the crime scene?"

Spider-Woman took her mask off, revealing a face half-shrowded in a spray of long blond hair.

"Lotta police will be there. It's unsafe for Spider-Woman."

She couldn't resist the smirk as she untied the bag she'd stored away from casual view, consealed by the dimming sunlight. "But Gwen Stacy can navigate just fine."

* * *

She approached the bank in her favourite baggy pants and a hoodie. The bank swarmed with cops, two of them arguing with each other.

"You can't do this!" said the female cop. With her black trenchcoat and beret, she looked less like a detective and more like a veteran Cuban rebel, down to the short black curly hair.

"It's not my decision to make," said the male cop. His look was even rougher - an old brown coat and a hat straight from the Great Depression complimenting his wrinkled face and greying brown hair.

"This is the third one in a row! We can't just keep ignoring these!" she lit a cigarette to calm her nerves.

"I know, Jean... the... h-higher-ups will sort it out. They'll catch him," he coughed a little.

"Chief Carter, this is insane. Who are these "higher-ups" you're talking about?"

Carter turned away from her.

"You know damn well that information is classified, detective."

"Hey guys, what's going on?" said Gwen, happily invading the conversation.

"Nothing to see here, girl," Carter growled, climbing into his police car.

"Can you believe this pompous prick?" said Jean to Gwen, then to the cops. "Do any of you have any objections?"

The surrounding cops shook their heads in a unified "no".

Jean pulled Gwen aside.

"Gwen, I miss the old days. When villains were villainous and heroes didd the right thing, usually. Nowadays, it's all over the ^%$# place. Sigh. No one died this time, at least."

"What are you gonna do now?" said Gwen.

Jean finished her cigarette, grinding the stub with her heel. "I don't know, wallow in despair, play some Mortal Kombat, sleep for once. You?"

"Me... I've got an evening to kill, I'll go hang at the Technodrone, I guess."

* * *

The instant Gwen entered the Technodrome, she felt if not exactly at home, then at least the next best thing.

As far as night clubs went, it wasn't anything too special, but it did the job.

The walls were bathed in bright neon lights, shuffling through various other colors with each pounding beat, doing very little in illuminating the dancefloor. Over at the bar, a lady in a black-and-white dress served mixed drinks to anyone over 14. The local DJ was currently sporting a pair of violet shades, her stoic expression at odds with the music, which was presently bombarding the modestly-sized crowd with drum n' bass; complimented by looping high-pitched, if catchy, nonsense vocals glitching to the beat. Again, it wasn't all that special to a newcomer, but Gwen loved it all the same.

"Got some time before the cops leave," she muttered, knowing the music would drown out her voice. "Might as well have a little fun."

She closed her eyes and stepped on the dancefloor. The motions came naturally, as if she'd done them a thousand times. Wave the arms, step left, step right, spin... Gwen lost herself in the music, moving on pure reflex. Everything else just blurred together.

Gwen didn't know for how long she had been dancing. The first thing she was aware of upon opening her eyes was the site of the entire club staring at her, jaws dropped. Even the DJ who normally couldn't care less, had an eyebrow raised in vague interest.

"W-what? I'm sorry, did I do something wrong..." her face turned into several shades of red at once. No one responded.

Though the mass of onlookers were mostly in admiration for her sheer speed at which she danced, Gwen couldn't help but feel chills in the pit of her stomach.

Uncaring. Judgmental. Silently thinking her abnormal and a freak. The rational part of her mind tried to reassure her that their contempt was just in her imagination, but it did little to help.

She pulled her hoodie over her eyes, then retreated to the bar for a drink to help calm her nerves. Gwen lost the attention just as quickly as she'd found it; most probably already brushing off the event as just a trick of the eye or the aftereffect of one too many shots.

If anyone had cared to look, they'd find her leaning against a corner, waiting for her mojito while staring vacantly at her smartphone.

''You at Techno again?'' Mary Jane texted her.

''Yeah.''

''Let me guess, you didn't talk to anyone again.''

''I talked to the bartender, that doesn't count?''

''Silly Gwen, bartenders aren't people.''

Gwen sighed. The mojito she ordered had arrived. Without taking her eyes off the phone, She paid for the beverage with a handful of bills. Rather generously, judging by the bartender's expression.

''MJ, I don't know how to put this, but I'm not you. I just can't handle people,''

''Unless they're gangsters? I thought you started doing this to get out more, not sit around sipping beer between knocking a few heads together.''

''That's... different. They don't know me, and it's not like I have to be polite around those idiots. I punch out a few thugs for truth, justice, and the American way and all that jazz; nobody said I had to be happy about it.''

Before MJ could type a response text, Gwen sent another.

''Anyway, gotta go, crime-fighting's behind schedule.''

Gwen finished the mojito, leaving the club as evening turned to night.

* * *

The trashed bank seemed to have been abandoned for the night, the police having left some time before, lacking anything conclusive to work from. A line of police tape was the only sign of their former activity, the meager defense the only thing preventing anyone from just walking in. Or crawling, , in Spider-Woman's case. The secluded bank looked peaceful enough, save for the charred remains of the vault upstairs. Gwen landed in front of it.

"Jeez, so much burnt paper... it's like he took none of the money," she mused.

"Come to admire my work?" came a voice from the doorway.

"What?" Gwen noticed him. "Sorry man, just came back from a rave, so you'll have to speak up a bit."

"Oh, for the love of..." he extended his arm, firing a burst of sonic force. Without recoil, it struck the spot where she'd just been, but missed. Gwen had dodged, precisely-timed, her form now clinging to the cieling of the vault as if in expectation of just that.

''Never fail, Spider-Sense.''

"You don't know how long I've been waiting to meet you," he said. Though impossible to tell from her perspective, Gwen bet her month's rent the robed man was all but smirking with smug satisfaction under his shrowded face.

Spider-Woman, the so-called shining beacon of this miserable, corrupt..."

"Aw, a fan! Come to admire my work? The flattery is nice, but you're laying it on a bit thick, aren't you? More like a flashlight missing some batteries. A glowstick, maybe?"

"As... I was saying, you're a pathetic display, not even taking your attempt at heroics seriously," he growled, punctuating his statement with a flick of the wrist.

Spider-Woman crouched to her knees, used her lower body to build momentum, and flung herself as hard as she could away from where she guessed the shot was directed, reflexively casting a strand from her fingers.

Gwen realized she'd underestimated her opponent the moment she felt a jolt of feedback travel from her webbing, through her arm, and assaulting her ears. Stunned by the attack, she could only brace herself for the impact as the blast's reverb snapped her webbing mid-swing.

Fortunately, the fall wasn't a fatal one. Her suit's material having been made breathable yet tightly-woven enough to blunt the impact, (she'd thank MJ for that one later), landed her in a sprawl amongst a scattering of burnt cash. She nevertheless felt several sharp pains as she shakily tried to stand. The attempt left her on her knees, hands clutching at an aching skull while a haze of harsh color overwhelmed her field of vision; feeling as if her head had turned to rubber.

Dazed and lightheaded, she managed to get to her feet, a tone likened to an unused TV channel shreaking in her skull. She fervently hoped it was only temporary.

If his increasingly frantic gestures and her rough guess at lip-reading were anything to judge, the nut was yelling about something, another motive rant she presumed. For that at least, she was grateful not to hear. Skull still ringing from the attack, hands trembling, steadily breathing to calm her nerves, she forced a grin in spite of her circumstances.

"Wow, foreplay, and a massage? Someone knows how to show a girl a good time. A little rough for my tastes though," she said, unable to hear her voice but reasonably sure he had.

It wasn't the most tactful of strategies to be sure, but the robed man's face turning a distinct shade of scarlet made her feel that if only for a moment, all was right with the world.

With a sudden if slightly painful pop to her ears, she regained enough of her hearing to catch the tail end of his rant.

"...will not allow my reputation to be stained with the ramblings of a childish girl pretending to be something useful!"

''Damn, forget that last one, I'd give my month's rent to hear that first part.''

"Now I'll teach you proper respect, the reason why thugs and pretentious heroes alike fear me as," he used his other hand to toss his robe away with a flourish.

 _Please, don't be nude under that._

"The Shocker!"

When disrobed, the Shocker's costume revealed itself as an odd fishnet-patterned suit in yellow, topped by a black singlet. Both hands covered in a pair of metal-plated red gloves, the overall impression to Gwen was a downward spiral of overly bright, garrish colors that rather than fashionably contrasting, came off instead rather as an assault to the senses.

As soon as she beheld the sight of his costume, Spider-Woman started to laugh uncontrollably.

"Wow, you're serious with that look... I... I can't take it," she said, barely able to speak through her fit of giggles.

"How! Dare! You?!" he shouted, firing twin blasts of sonic energy from both hands.

"Yeah, and I'm the one not being taken seriously here. That's a cute outfit. Did your husband give it to you? Do... do you have fishnet stockings too?" she rolled away from the impact.

"This suit represents my fight against..." Before he could finish, Spider-Woman ran forward, knocking him off balance with her shoulder.

"The War on Fashion, I presume. Man, if my friend saw you like this, she'd tear you apart so fast you'd beg me to end it myself," she said, kicking his legs from under him while the advantage was her's.

"No one. Mocks. The Shocker!" he aimed his next beam at the ground, creating a shockwave that made a crack in the vault's concrete floor that forced Spider-Woman to jump away, giving him time to get up.

"Now you got my attention, bad boy." She lunged at him again.

"Not like that!" the Shocker smashed both gloved fists together, creating a wave of sound. Generating pressure at close range, the forward momentum quickly built until it flung her away.

Slightly unbalanced, she managed to land on her feet, firing two webbed balls out of her hands at the same time. One came close to it's target, but was quickly disintegrated, the second unable to reach half the former's distance by the time the next beam struck, hitting her as well; her spider-sharp reflexes betrayed by her unsteady stance.

"I am gravely disappointed," he growled, all his sense of cool long lost. "Cross my path again, and I'll knock some sense into you, the hard way." He emphasized his point with a sonically-enhanced punch, knocking her into unconsciousness.

When Gwen opened her eyes. the Shocker was already gone.

''Ou, ou. ou. My head is spinning like the lovechild of an overpriced rollercoaster and last week's hangover." She got up, holding her head. "At least the costume's undamaged this time. Well, mostly. Only a few tears this time. MJ won't be yelling at me, at least.''

She nearly jumped out of her skin when she felt a small vibration on her chest. To her chagrin, she remembered it was just her phone. It'd likely been the thing to rouse her in the first place, meaning she'd been called at least once before.

''Speak of the devil...''

As it turned out, it wasn't MJ. It was... a number she didn't recognize in the slightest.

''Whatever, it's probably just some spam caller. Damn insurance marketing.''

Surprisingly, the robe still lay at her feet. Normally she'd be the kind of girl not interested in pawing through a strange man's clothes, but considering its owner, she'd make an exception, just this once.

After checking nearly all of the pockets, she found something worthwhile. A card, the text "Allan Pizza" printed on it.

But that wasn't Gwen's next stop. She'd have time for that later. Instead, a tall apartment complex was waiting for her.

Five minutes of rooftop-acrobatics later, she'd found the place.

 _Really hope MJ's asleep now._

Climbing to one of the highest windows, she slid a finger into the slightly open crack saved for such an occasion, unlocking it from outside in a sliding motion with a palm. On the way to her room, she changed from her costume into a pair of nice and cosy web-patterned pajamas. They were a handmade Christmas present from MJ, a guilty pleasure that quickly became a favorite of her's. Speaking of...

She passed by another room, where a red-headed woman examined a coat-hanger filld to bursting with dresses.

"MJ, why aren't you sleeping yet?" said Gwen. "I thought I was the nocturnal one in this relationship."

"The Royal Runway will make anyone nocturnal, I'm afraid." Mary-Jane pulled each of the dresses out of the hanger, then back on. "Anything exciting on your trips this time?"

"Just some worthless schmucks here and there. Nothing serious or menacing." Gwen demonstrably yawned.

"Hmm, they have already seen most of this, but... aha!" MJ pulled out an almost comically over-elaborate dress, full to the neckline of colored fabrics and gems all over it. Gwen couldn't help but giggle.

"Are you really gonna go out in that? This would look out of place even in the Technodrone. You're better off just nuding it, seriously."

"That's not a word. And sometimes, overdoing just works. Besides, if you're going to do something, it's better to overdo than underperform."

MJ retreated further into her room to change.

Gwen just shrugged and continued onto her path to a warm cozy bed.

The Allan Pizza restaurant provided a calm, if a bit of a strange, atmosphere for its customers. The place looked like someone's nostalgic memory of the 1930s, from the decorative gas lamps, vintage newspapers adjusted each day to match that year's callendar, photos of famous stars from the Silver Screen looking as if they were stills from the films themselves, preserved at high-quality to ignore the decay of decades, drinks chilled in ice boxes, and of course, no indication that the Depression had so much as touched such a place of wealth and class.

Even the trenchcoated guards, with their broad shoulders and tobacco-stained teeth blended into the aesthetic perfectly.

In a corner, the music was supplied by a jazz pianist, playing a particularly fast ragtime improv, the dancing fingers and single-minded concentration on the man's expression almost at odds with the complexity of his playing and the upbeat number faintly heard by its customers.

Behind one of the tables, a black-haired woman in a green business suit sat next to Chief Carter, who was constantly looking over his back.

The moment the doors fell off their hinges and the Shocker stepped in, The gently decadent atmosphere of that place evaporated like a soap bubble.

"Good evening, my dear hypocrites, crooks, and liars." The guards reached for their weapons, but Carter stepped out first, aiming his revolver at Shocker.

"You! How did you... Hands in the air, now!"

He knocked Carter's gun out of his hand with a single blast of sound, the same blast that sent Carter crashing into the bar counter.

"You remember me? I'm touched! I wonder..." the Shocker continued. "Whom else do you remember?"

Carter did not get up. The others attempted to grab their weapons again.

"I wouldn't do that if I were you. I think you need him in one piece to protect you, clinging little parasites, all of you." Shocker aimed his gloves at Carter again.

"The Don will kill you!" one of them shouted.

"Funny thing about death, boys. It's a one-time deal."

"Speaking of one-time deals..." A web line yanked Shocker out of the restaurant, sending him into the street's pavement. Spider-Woman chuckled, pulling her web out from the side window where she'd been waiting.

"Rematch time, fishnets."

"You!" Shocker quickly shot a couple of blasts at her. "How did you find me?"

"Simple. Next time, don't leave your dirty laundry lying around," she said, easily dodging the blasts, having to let go of the web line. "Man, you look even dumber in daylight."

"Do you have any idea whom you're protecting?!" he shot noticeably wider blasts at her.

"Well, everyone sounds like a good place to start," Spider-Woman jumped up, at the same time webbing two civilians away, so that the blast would pass by them.

Back at the restaurant, after the men had a moment to process what just happened, the guards reached for their weapons.

"Don't," said the woman in green. Throughout the ordeal, she remained where she was seated, never once raising her tone. She had no need. "The Shocker is her problem now. Let's see how the spider does."

On the street, the Shocker directed an attack once again, almost disintegrating a random civilian, had it not been for Spider-Woman pulling the poor citizen away to relative safety. The fact that she did it in complete silence was not lost to the Shocker, remembering the words someone had said to him long ago: "Fear is the only real form of respect."

He aimed his gauntlets at two separate targets - two people across the street, an old man and a young woman, both too terrified to move away from the scene. Spider-Woman also split her aim, yanking them both with her web, making the Shocker miss on both occasions.

But before she could counterattack, the Shocker found another target: a woman desperately calling 911 from a balcony in the house next to the pizzeria. The balcony crumbling at the blast, the young woman standing on it would have certainly fallen to her death, had it not been for Spider-Woman catching her mid-air. Just as she'd lowered the innocent down, another blast from the Shocker came right at her; Spider-Sense at the last minute warning her to dodge the attack before it struck.

Spider-Woman found herself once again at a stalemate.

 _I can't get to him, not out in the open like this... I gotta get him to a remote place... but how... and to where?_

Then, something in Gwen's mind clicked into place.

''This would look out of place even in the Technodrone... Overdoing sometimes just works. And if you're going to do something, It's better to overdo than underperform...''

"Hey, aesthetically-challenged!" she yelled at the Shocker. "You can't catch me!"

She jumped away from a blast, swinging a little further from the Shocker.

"Is everything a joke to you?" he ran after her, shooting blasts when he could.

"Everything about you, anyway. You're just impossible to take seriously," she swung away again, just enough to evade the Shocker and lead him on.

"How dare you?!" He ran faster, forgetting about the restaurant entirely.

"Oh, I dare alright. But do you? Come on, follow me. And if you behave in front of the adults, I might give you some candy." She posed in some rather anatomically-fascinating ways, just before she swung away again.

"I will kill you where you stand!"

He shot at her again.

While dodging, she crashed through a building window. The blast that followed blew off the building's door, making the "Technodrone" sign fall off.

He followed, unaware and uncaring of where he was.

* * *

Inside, Spider-Woman felt her Spider-Sense prickling at her temples. The game she was about to play was a dangerous one. If she were shot here, the soundwaves of the impact would multiply exponentially. If he got one shot in on her, it'd tear through her suit like so much wet paper.

The club was empty at this time of day, though some stray neon lights still flashed throughout the room.

Before the Shocker could take the advantage, a stray line of webbing shot from her finger, the club going completely black as it turned off the lighting.

"Show yourself!"

Everything around him was dark.

For Gwen, it was much the same. Now that Shocker had entered the building, she felt her Sense cold against her neck, her hairs prickling with goosebumps.

"Hey, at least buy me dinner first," she teased, her voice drifting through the darkness from somewhere.

Shocker fired a beam where he guessed in the direction of her voice.

To Spider-Woman's sharpened awareness, the beam travelled slower than a lazily-thrown rubber ball, and yet like a speeding bullet. Lightning fast, and slow as a summer breeze, the constants shifted moment-to-moment.

She was in no danger.

She had no way to avoid it.

She had all the time in the world, and none left to spare.

She had but to simply pick the precise moment, possibilities of possibilities, but it still wasn't enough. As long as there was anything to focus on, there was a chance she'd miss a step, the sequence had to be perfect.

She could still hear him, could still hear herself, that was one extra sense she had to disregard.

Thankfully, she remembered her mistake from their last fight.

From her neckline, she carefully extracted her smart phone, careful not to let it touch a single fiber, lest she give herself away.

Doing likewise with her headphones. Once again in this very building earlier that day, she shut off the world around her, filling her ears with a song that would do the trick.

The blast finallly caught up with her in the present.

She could dodge it anytime, but dodging it too early was out of the question.

''Something's happening,'' the lyrics whispered in her headphones.

Wait.

''Mind destructing... agony inside of me.''

She didn't hear the shot when it came, the music drowned that out. She focused on her skin, the currents of air that touched it, the vibrations.

She spun on her heal, missing it without conscious effort.

Spider-Woman's nerves were burning. If she could just listen to her instincts, she could scratch that horrible itch.

The shot hit something, that produced the same pulsating, pounding sound as the one from the Shocker gloves.

''My pulse is racing.''

Spider-Woman was nowhere near there.

She needed to scream. Her fear demanded a response. She was afraid, and would die if nothing was done right now.

"Oops, looks like you missed! Does somebody need a hug?" she taunted from another spot, speaking the words without hearing them.

Wait.

"Mental torture, self-destroyer.''

Wait.

Turn.

''Can't ignore the paranoia.''

"Shut up." he shot there, creating the same sound again.

Gwen needed to breathe. A cool, refreshing mouthful of air. Anything to stop her pulse, the sweat burning in her skin.

"Excellent comeback, dude. Give it a few years and you might learn a third word." Her voice came from another direction.

"Shut up! Shut up! Just, shut, up!" he fired a wider beam at her. The sound it created on impact was even louder.

Gwen resisted the urge to panic. The Sense screamed at her that something was dangerous. She should run. But she did not.

"Face it, tiger. You're just a joke, a pathetic wannabe with no friends. You're a complete and utter failure."

She was almost there. Almost. Almost. Almost.

But almost wasn't the end.

"Failure..." he whispered, then grabbed his head. "Urgh... urgh..."

Wait.

Turn left.

''Denying.''

''The rising.''

Dodge.

Wait.

A little more.

''The crying.''

''I'm dying.''

He pressed two buttons on each of his gloves, then aimed them very carefully.

''He lied to me.''

Almost.

''He shot at me.''

Ten seconds.

''He hates on me.''

"I am not... a failure!" a massive beam the size of Shocker himself struck the wall. The sound was loud enough to make him visibly shake. The sound it made upon the impact was much, much worse.

''He's using me.''

Without warning, the lights got turned on. Shocker found himself in the middle of a dance floor, with four large speakers shaking in front of him. The wires of them all connected to a single piece of DJ equipment above.

She wanted, needed to claw her eyes out. Her ears, smell, it was all too much. Too many details...

Behind which Spider-Woman stood.

Gwen sighed in relief.

"Time to... break the net!" she cried, plugging her phone into the plugin. Then she pushed all the sliders up, and pressed play.

All of the speakers bombarded the room with wave after wave of sound at once, shaking the walls, cracking the windows, shattering every glass.

''He is my enemy!''

Shocker's suit prooved to be his downfall.

His sensitivity to every vibration, accuracy to almost every sound, filtering it all through his suit like a sponge to direct his sonic power towards others, was just as capable of redirecting through himself.

"Raaaaaaaaargh!"

She smiled, her noise-canceling headphones back on to protect her from the worst of the sound.

"What? Sorry man, I just came back from a rave, so you'll have to speak up a bit."

In desperation, Shocker did his best to shut his ears, but his own costume popped in various spots, emitting sparks and tearing apart. He fell on his knees, still shouting in pain, until Spider-Woman's webbing pinned him on the floor for good.

"You wanna know the real joke?" she jumped down on the floor. "You thought this gives you power. Now there's a real shock to the senses."

"I gotta work on my puns though." She swung away on her web. "That one was so bad it could have ended my career."

Gwen managed to dragg herself home, happy to find MJ and her monster coat hanger already gone. She crashed on MJ's sofa, as the softer one of the two.

Every inch of her body ached, the adrenaline that'd coasted her through the night had left her feeling cold and drained.

She checked the time on her phone, finding it permanently stuck at 6-45 a.m. To her dismay, the phone had been fried from all the sonic energy firing around her.

In the bottom left corner where her unread messages were displayed, she saw the one she'd ignored from MJ at the club.

''Fine. You still seeing that Parker kid later?''

"Oh for the love of &^%$..."

When Carter and the guards rushed into the Technodrone a little later, all they could find was the broken down speakers and some webs, with no sign of Shocker.

* * *

Somewhere else, in a very tall tower, two trenchcoat guards carried Alex, who'd been handcuffed. They brought him into a large hall, with a mahogony table on the far end. Standing to either side was the black-haired woman, Chief Carter opposite to her.

"You disappoint me, Alex," a voice said from the head of the table. "To betray the family after so many years..."

"Just kill me. I won't work for you bastards anymore. Not after that!"

"Kill you?" the voice laughed. "No, that would be such a waste. Don't you think so, Emilia?"

The woman smiled.

"No..." suddenly Alex's voice trembled. "Don't do this... a-anything but that.. p-please... No!"

 **The End.**


	2. The Mysterious Menace

**Disclaimer: We are not Marvel.**

 **#2:The Mysterious Menace**

Aside from a few blurry videos hastily shot with civilian cell phones, there was little evidence the Allan Pizza had been witness to Spider-Woman's fight with the Shocker just a few hours ago.

The Allan Pizza staff ensured they'd been taken down for copyright violations, (something about a movie poster being seen on the video), leaving the Daily Bugle the only news outlet to write about it.

The Daily Bugle was known as one of the lesser quality outlets for local news, as evident by their newest newspaper headline: "Spider-Woman assaults pizzeria! Chief of Police injured, property damaged, customers inconvenienced!" displayed in huge black text over a blurry picture. A smaller bit of text under the photo, as if embarrassed to be there, said "Freelance photographers wanted. Reward for Spider-Woman photographs."

"Hmm. That's something worth looking into," mused a young man reading a copy. He had short brown hair and a kind, if not exactly innocent, smile complimenting his glasses, dressed casually in baggy blue jeans and a red t-shirt.

"Do you wish to order anything, sir?" a waiter said to him.

"Haven't decided yet," he responded.

The waiter walked away in mild frustration, wondering if the customer was just that indecisive or came there to abuse the free Wi-Fi. He'd been using a smartphone to text someone for the last two hours, so the latter was getting more likely by the second.

For the second time that day, the doors got put to the test, this time before the paint had time to settle. The guards nearly drew their guns in sheer paranoia, but they resisted the temptation, seeing as the girl blasting them open wasn't dressed in any impractically-colored costumes.

"Please don't be late, please don't be late, please don't be late..." she whispered under her breath, dashing to the nearest table while dusting ashes off her sleeves.

"I'm here, actually," the young man said from a table a bit farther away.

"Oh, sorry, Peter." she blushed, moving to the correct table. "I am so sorry for..."

"It's ok. Gives me time to abuse the free Wi-Fi," he smiled. The waiter resisted the urge to shout "I knew it" and sic the guards on him.

"Why this place, though?" Gwen asked. "Didn't you hear about yesterday?"

"Any place that can repair their doors overnight is definitely safer than McDonald's," he opened the menu. "So... where have you been?"

 _Oh nothing, just rescuing people from a house fire, until one of them screamed that his wife was still in there, so I foolishly jumped back in to save what turned out to be a * &^% Harley Quinn body pillow._

"Gwen?"

"Oh, right." she snapped from a trance. "Umm... walking around?"

Her nervous laugh didn't help selling that one. Peter, while still amused, took note of it.

"A girl gotta have her secrets, heh? Comes with being a daughter of the Police Chief, I guess."

"Um, former Police Chief, actually." she corrected him.

"Oh, right. I'm sorry."

"No, no, it's alright." she waved her arms in a frantic 'No, you did not just offend me' gesture. "I get by. My roommate handles money, mostly. Me... college didn't exactly work out."

"I can relate." Peter turned to the waiter. "Hey! We'd like a pepperoni mid-size, a chocolate milkshake, and..."

He looked at Gwen.

"A mojito. No alcohol."

The waiter retreated to the kitchen, mumbling something not appropriate for television.

While waiting for the order, Peter buried himself in the newspaper, allowing Gwen a glance at the cover.

"Wow, that's just poppycock," she said, while reading it.

"What? The Spider-Woman thing?" he replied, slightly confused.

"Yes! Those editors spinned the *&^% out of things! She saved the lives of everyone in this crappy joint!" Gwen almost jumped from her seat.

"But, how do you know that?"

 _Keep it together Gwen, you're this close to slipping. Keep it together._

"I, umm... weren't there witnesses?" she sat back down, her voice having considerably less fire.

"They didn't report anything," he shrugged. "We just don't know who she is. Or, rather, what she is. We can't be sure."

"So you decide to trust Hitler?"

"He's not exactly Hitler. For starters, he doesn't like dogs."

They both laughed.

"But really... it might be easy from her perspective to think we're all idiots, but we literally know nothing about her. She might be on the level, but every bad guy ever claims they are."

 _He's right. They can say anything about me out there. I can't exactly explain why. It doesn't matter. It shouldn't matter. And yet..._

"Right..."

They shared the pizza in peace and left, Peter leaving a single-cent-tip to the waiter, who seriously began considering a career as a supervillain.

"We can get to my house pretty quickly from here. Wanna come along?"

 _MJ will still be busy with her dresses, so that should be a yes. Say yes!_

Gwen just awkwardly nodded.

 _I hate you._

They headed for Peter's home, chatting about little things. That is, Peter was the one doing the chatting. Gwen just nodded in silence. Something about his voice just made her want to listen.

"And that's why I don't read comics anymore..." Peter finished. "Oh hey, we've arrived."

Peter's house was exactly like the average two-story house Queens is famous for. Yet for Gwen, who lived in a not-that-sizable apartment, the thought of having that much living space remained a novelty. Peter knocked on the door.

"Peter? You're back?" an elderly woman opened the door.

"Yes, aunt May. Oh by the way, this is Gwen." Peter pointed to where Gwen used to be, then sighed. "Gwen, you can't hide behind that tree. We see you."

 _Curses. Foiled again._

She quietly came out from the tree, trying her best to keep her head down, if only to hide the blush.

"It's okay, dear," said aunt May. "You can come in. Dinner is ready."

"But we just came from a pizzeria..." Gwen awkwardly objected.

"You haven't eaten until you tried a Special May Parker Pie Recipe, my dear," aunt May said with no small amount of pride.

"True that," Peter nodded.

* * *

The interior of the house mesmerized Gwen even more. Chairs so comfortable you'd think no one ever sat on them before, walls scrubbed to a clean white, on the kitchen table, a glass filled to the top with freshly-picked roses, adding warm colors to the pristine white.

She smiled to see their fridge still had drawings done in crayon, as bright and crude as only a child could manage, old report cards still hanging with small magnets threatening to crowd out the space and fall to the tiled floor.

Resting on the coffee table was an old family photo, Peter, his aunt, and uncle, smiling awkwardly as they posed for the camera. Gwen felt a pang of sympathy as she saw the likeness of Uncle Ben, faded blue eyes gleaming with a spark of humor as he wrapped a muscular arm protectively around a younger Peter. The three looked content as Peter held his high school deploma.

Everything shined with perfect order, directly antagonizing the utter chaos of Gwen's own living room. Clearly even if the Parkers weren't the wealthiest of families, they'd kept their home comfortable, with hard work and fond memories.

It's like if Mary Jane's room ate a Rare Candy and evolved into a house.

Resting her own butt on one of those chairs created a sense of underlying wrongness in Gwen, as if disturbing a museum exibit where she'd only ruin the peace.

Nevertheless, she did her best to make conversation with May and Peter over dinner.

"You're George and Helen's little girl, aren't you?" aunt May said. "He was always so proud when he'd talk about you..."

"Can... can we please talk about something else?" said Gwen, trying her best not to sound upset.

"Oh, I'm sorry, I thought..."

"It's okay."

The dinner continued in silence.

 _Say something. Anything. It's because of you they're all silent._

"Umm... Mrs Parker, where... do you work?"

"Me?" she laughed a little. "An ancient skeleton like me? Dear, that would be a disaster."

"We've been fine so far, though a couple bucks wouldn't hurt..." Peter intervened.

"Peter, you'll find something," she said. "Just don't apply anywhere unhealthy or dangerous, alright?"

"Aunt May, I'm not a baby..."

"Oh, I'm sorry. I didn't mean to embarrass you in front of your girlfriend."

"I'm not..."

Desperate for any distractions, Gwen took a glance at the TV, finding something of genuine interest on the news, something so rare she was compelled to turn up the volume with a nearby remote.

* * *

"Hundreds gather in front of a once abandoned theater of Beck, where quite a different performance unfolds for them. We have our reporter Ned Leeds on scene. Ned?"

"Thank you, Betty. It is just about to start."

The abandoned theater showed all the signs of being hastily repaired. The walls were in an inconsistent state, parts of them being perfectly golden and other parts having far too many cracks. Likewise with the seats, the old and dusty were connected with the fresh and new, as if those were borrowed from some other place. However, the old seats did not bother the viewers.

Ned had the camera focused on the audience. Some people were in wheelchairs, others had bandages on various body parts. A few people in the audience coughed into handkerchiefs, or appeared normal, if troubled.

The scene was dimly lit, small projectors affording a better view of the audience, contrasting with the completely shrouded stage.

 _"Fiat lux!"_ a female voice shouted. Rows of bigger projectors shed light on both the audience and the stage, yet the stage itself was still shrouded, obscured in a haze of purple smoke.

 _"Ventus! Ut vitam!"_ the smoke disappeared in a howl of wind, revealing a woman roughly in her thirties standing on the stage. She wore a red checkered suit with a purple bowtie and a white shirt. Over the suit, she had a purple cape with a popped collar almost as high as her head, both of her hands were covered up with white gloves.

She bowed to the audience, holding a black-and-white wand in one hand and a red top hat in another. She put the hat over her curly orange hair, then straightened out of the bow. Two people in red robes and cloaks walked onto the stage to stand by her side.

"I sincerely thank you for attending this ceremony! Today, any one of you has a chance to be whole again!" she spoke to the crowd in a voice amplified by a small microphone on her collar. The voice made the eyes of the audience shine with hope and anticipation. Some people waved their arms, others prefering to clasp their hands in a praying gesture, but none could take their eyes off the stage.

"Once, I was Miranda Wilson, a broken shell bound to a wheelchair. But when the Ancient One revealed His secrets to me, I walked again as the great Mysterio!" she extended her hand to the audience. "Since then, I dedicated the gift of my mystic arts to fellow unfortunate souls like you, free of charge."

 _"Fiat lux!"_ a projector from the ceiling shined on one person in the audience; a young black-haired man wearing a hospital gown.

"I don't understand a word of that..." he said, in slight annoyance.

His wheelchair had handles in the back, supported by a grey-suited older man with a moustache.

"What?" Ned focused the camera on them. "That's John Jameson and his father, editor-in-chief of our newspaper, J. Jonah Jameson! What are they doing here?"

"Chosen One of today!" shouted Mysterio. "Come to the stage and receive your rightful reward!"

Jonah led the wheelchair on the stage. None dared to disturb the silence. Not the audience, not Ned, not even those who couldn't affect it anyway - Gwen and the others at Peter's.

"Chosen One, please, tell us of your struggles," said Mysterio to John.

"I... wanted to be an astronaut. My dad made sure I had the education, until... please, I just want to walk again." John went into silence.

Mysterio placed her hand on his shoulder.

"Do not worry. Soon, you will be," she whispered to him.

"I'm not sure about this," Jonah Jameson said in a calm voice, a note of suspicion coloring his attempt at patience. "What's with the theatrics? No doctor I know behaves this weirdly."

"Why do you ask this question?"

"Well... I still thought it would be more... conventional. I'm a journalist, not a writer for the tabloids. I can't just believe random things. Fact-checking is a serious..."

"You desire a 'conventional' approach that time and time again has failed you?"

"Of course not!"

"I see in you a soul of a skeptic. A man who, until now, rest his faith in the hands of hard science. I imagine you went to doctor after doctor..."

She faced John.

"To no avail, every time. And that is why you here."

"Still..."

"But still you desire the familiar, the comfortable, the... conventional. Do you not find that contradictory? To truly believe, you must have faith. To have faith is to embrace the unknown and unexpected, however unlikely it may seem."

"Just... do what you must. Heal my son."

She nodded. "Very well then."

One of the cloaked men standing at her side gave Mysterio a pocket watch with an eye engraved on it. She opened the watch in front of John.

He could not see the time, in fact, he could not see its contents at all. He could see the light. Only light. Yet his eyes did not close upon reflex. He stared at it, as close as he could.

 _"Respice in uigilia... vobis incommodi... demitur assumat peribiti,"_ she whispered the words, just barely heard through her microphone.

She then closed the watch. Still, no one dared to speak, until Mysterio said a single word.

 _"Surge!"_

John nodded, expression unchanged. His knees shook. He held the handlebars tighter.

Slowly, he pushed himself out of the chair. His father tried to hold him, but he gently, but firmly shoved Jonah's hand away with his own.

Knees trembling, he stood up.

He spread his arms to balance out his shaking knees. For a moment it seemed like he was going to fall. But he remained standing. Mysterio walked over to him and whispered something in his ear. He reacted with a silent nod.

Jonah gazed at him in disbelief and awe as John took a slow, tentitive step towards him.

Then one more.

Then another one.

The senior Jameson then ran to him and wrapped him in a good hug, his eyes stormed by tears..

"Observe!" Mysterio shouted. "Observe and rejoice! For this man will have a long life ahead of him, free of any ills! And remember that some day... the same life will be granted to you!"

Father and son walked out of the theater together for the first time in years, the crowd cheering them on. Even Ned forgot that his channel was time constrained.

"Ahem, yes. N-now... back to Betty, I guess?"

"Q-quite." said Betty. "Onto other news... the killer of Gunther Stein claims yet another..."

Peter turned the TV off with the remote.

"Fraud," they said both in unison. Then they noticed that aunt May still looked at the screen, even when it wasn't on.

"Aunt May?"

"That can't be a fraud..." she whispered. "I know John... he really is... was..."

"What do you mean, Mrs. Parker?"

"Dear, if he tries walking for more than five seconds, the pain will crush him, no matter how many painkillers Jonah bought..." she spoke in a trembling whisper.

"Whatever that lady did... was genuine."

"Um..." Gwen raised her hand. "I should go. Peter, call me sometime, okay? Thanks for dinner Mrs Parker."

As Gwen hastily left the house, aunt May got up from her chair to collect the dishes. She headed for the kitchen, until her hands twitched, the dishes slipping through her fingers and fell to the floor, shattering into many pieces.

"Hey, don't push yourself too hard," Peter said, with a quiet worry in his voice, Peter gently led her to a nearby sofa. "You need to take care of your heart."

* * *

Outside, Spider-Woman headed to the abandoned theater, swinging on her webs as fast as she could, plucking leaves out of her suit.

 _Note to self: never change costumes in bushes and trees ever again._

An obnoxiously cheery chiptune rang in her pocket. Instinctively Gwen pulled out an old Nokia and answered the call.

"Gwen? Child, are you..." an older female voice spoke hastily.

"Stay the *&^% out of my life."

Gwen slammed the "end call" button so hard it could have broken the phone if Nokias weren't made of stronger stuff.

She reached the abandoned theater, just in time to notice Jonah and his son walking out in the distance. She followed them, carefully jumping between walls, trying not to be heard.

 _Okay, so far the working theory is the guy is enduring it for the show and will fall into a wheelchair anytime soon._

 _Anytime soon..._

The "anytime soon" hadn't shown up in ten minutes, after which they got a cab. Perplexed, Gwen chose not to follow.

 _Could it be for real? I mean, here I am, jumping on rooftops, sticking to walls, throwing webs out of my wrists and I question this? She even said "no charge"... what kind of a fraud doesn't ask for money?_

Gwen carried that sense of defeat into her home. The sun set as a halfway-costumed Gwen was resting in her room, by the couch, watching some poorly dubbed anime. The TV was the only thing clearly seen in the room, as everything else was a cluster*&^% of truly magnificent proportions. From the walls stacked with different band posters overlapping with each other(with 10 of them actually being of Chris Hemsworth) to everything else from couch to bed filled with so much stuff even an elderly hoarder would question it.

 _What is it then? Is she a mutant? A telepath? But all she did was point a watch at him and then bam! Healed like something out of an RPG._

 _If it IS magic, maybe I should hire a wizard consultant? Nah, too expensive._

 _Ha, ha, "hire". You say the darndest things sometimes, Gwendolyn._

"Gwen? You in there?" MJ stepped on an old issue of PlayStation Official. "Geez, this thing is old, just throw it away already."

"It has cheats I need." Gwen said lazily.

"You do know the 90s are over, right?"

"They never really are."

"Geez, Gwen, it's not like this stuff will develop its own gravitational pull or something at this point. Anyway, got anything done lately?"

"Nah. I figured that runway thing will do the money for us, so I focused on the hero stuff."

"Oh... Yeah, yeah it will."

 _Maybe I should leave it alone. Not everyone is a conspiring supervillain._

The animation had turned progressively more horrible. As had the dub.

 _Ok, I'll check one more time. Beats watching this crap anyway._

* * *

By the time Gwen reached the abandoned theater again, it was already past midnight and raining. The latter part did not do well for her costume. Through the struggles with her wet, sticky, and far too... anatomically detailed costume, she still noticed a man in a red cloak hurrying to get in a car.

 _Something tells me he's not out to deliver pizza._

Following the car proved to be quite difficult even without the rain threatening to tear her costume apart. Cars tend to be faster than people on ropes, that is, webs in this case. After some quick web yanks, jumps on traffic lights, and five consecutive near-crashes into random pigeons Spider-Woman nearly caught up to where the car had stopped.

It stopped at the doorstep of a large apartment complex. The cloaked man came out of the car, a .357 revolver visible in his hand. John Jameson met him outside. Spider-Woman observed it from a nearby wall, too far to hear what they said. John handed the man a golden cigar, then the man returned into the car.

" _No charge" my butt._

The car took off, Spider-Woman swinging right behind. Following a car without the driver noticing was difficult, crashing on its roof and webbing the tires, however, is not, as the cloaked man just found out. He spinned the wheel in a panic, a choice that proved fatal to the nearest fire hydrant.

The cloaked man limped out of the car into an alley, only for Spider-Woman to land in front of him.

"I knew something was up with this gig. Extortion, huh?" she yanked a gun out of his hands. "Talk! What's her secret? How is she doing this?"

He remained silent, instead simply turning tail and running away. That act proved futile against Gwen's webbing, which pinned him down. Yet he did not speak, even when she pulled down his hood. What she saw was a face of a random bald man, blank as a robot, not even a trace of human expression.

"What the... hey, are you even alive?" she said with genuine concern.

"W-wh..." he whispered. "W-where..."

He blinked, his face suddenly gaining expression.

"Where am I?" he tried to move. "Help! Help!"

Spider-Woman snapped out of confusion, retreating before the man's screaming could attract the cops, but not before taking the golden cigar from him.

* * *

She returned to the Jameson household, searching the exact apartment through the windows. A few movies, two shouting couples, one red-faced Gwen, and something really weird with a bunny plushie later, she located the correct window.

Jonah and his son stood in front of a TV.

"My boy, you'll show them. You'll make Neil Armstrong look like Nope Notstrong." Jonah said happily.

"W-when are the tests?" said John, with a slight, barely noticeable tremor in his voice.

"In a week. You'll surely be one *&^% of an astronaut by then."

"Dad, language."

"What? It's perfectly appropriate. I am averse to any kind of censorship. Except when I do it."

Their house phone rang. Jonah answered it.

"Hello? Oh, Ms. Wilson? Yes, John can come to the phone."

While destracted, that was Gwen's cue to use a small metal lockpick against the window lock.

"Hmm?" John picked up the phone. "Yes? No. Yes, I gave it to him. What, something happened?"

Spider-Woman opened the window.

"I happened. Don't worry, Mr. Jameson, that extortionist won't bother you anymore," she jumped in.

The elder Jameson let out the girliest of screams, while the younger remained calm.

"What extortionist?" he said. "I gave that cigar voluntarily."

"Hey!" Jonah snapped out of his girly screams. "Get the *&^% out of here, you menace!"

"Listen to me! You're being manipulated by Mysterio. Don't you see what's going on?"

"Are you stupid or just cognitively impaired?" said Jonah. "He's standing right here! Standing!"

"Like she said, you're a skeptic, Jameson."

She pointed at John's knees. "How do you suppose she did it?"

"It doesn't matter!" Jonah shouted. "Why are you even here?!"

"I'm here to catch a criminal, who is using you for money," she crossed her arms.

"You're the criminal. I know all about how you raided that pizza place the other day!"

"Okay, obviously you're not ready for an intelligent discussion," she webbed his mouth shut, then turned to John.

"What about you? How do you feel?"

"You really should leave," he said, keeping a friendly smile. "And I feel fine. My legs don't hurt at all, honestly. is no criminal, who cares if she needs a thing or two?"

 _Don't hurt at all... okay, new plan._

"Hurt yourself," Gwen suddenly said.

"W-what?"

"You heard me. Punch yourself in the chest, pinch the skin, slam the table too hard, anything. If it hurts even a little, I'll leave this instant. Deal?"

"O-okay, crazy lady." John pinched the skin on his right forearm. "Huh... but..."

"But what?"

"This isn't right... it should hurt."

He pinched the other forearm.

His voice started to tremble.

"Wait... n-now it kinda does..."

Gwen took a closer look at John. His knees were shaking, just one sudden movement away from completely making him fall. He tried his best to keep smiling, but the result was too wide to be natural.

More importantly, during the course of their conversation, he never blinked.

"You're not cured, John. I'm sorry."

"What are you talking about? I, I'm cured..." his face showed sweat.

Suddenly, Jonah torn off the webbing from his mouth, Spider-Woman finding a loaded shotgun all too close to her face.

"Get out of our house! Right now!" he cried, aiming the gun at Spider-Woman.

"*&^%!" she jumped out of the window.

"I'm cured... I'm cured! John whispered, his face twisting in pain. "I'm cured..."

"Of course you are," his father patted him on the shoulder. "Don't listen to that menace."

The menace in question swung away, a sense of frustration clouding her mind. Then her phone rang.

"Gwen?" Peter was on the phone, his voice audibly shaken with worry. "Aunt May... she's gone!"

"What do you mean?" Gwen almost missed a web shot. Just in case, she landed on a rooftop.

"I can't find her anywhere in the house! It's past midnight... with her heart problems, I don't want to even think what could happen..."

 _Heart problems?_

"I think I have an idea. Peter, I'll call you back, promise. But I think I can help," she said, and hastily hung up the phone.

"So do I," he said, after she already hung up.

* * *

Arriving at the theater again, a better look at the entrance showed Gwen that the theater did not look any less abandoned from the outside. A half-crumbled logo stating "Beck's Theater", the torn doors, broken windows, parts of posters advertising plays from the 70s.

Opening the doors, Gwen was treated to a large corridor, the sides of it filled with more torn posters. "Mysterio's last magic show", they stated in worn down text.

 _"Surge!"_ Gwen heard from the hall.

"Oh no!" she rushed towards the source of that sound. "Please don't be too..."

The seats in the hall were empty, leaving the projectors only shined on the stage. A cloaked man stood beside Mysterio as she just closed her watch. In front of Mysterio there was aunt May.

"No!" Spider-Woman shot a web line at Mysterio's watch. A cloaked man, hearing her scream, jumped in front of Mysterio, taking the web line and shooting from his revolver at the same time. Before she could pull the line, Gwen had to dodge the shot and cover behind one of the seats, the cloaked henchman tearing it off himself by then.

 _"Fiat lux!"_ every projector in the hall joined the shine.

"You must be Spider-Woman, are you not? Have you come to be saved too?" Mysterio's voice kept a calm, collected tone of control.

"Not ever!" Gwen shouted from behind the seat. "I know what you are! You're a fraud who preys on the unfortunate and then extorts them!"

"Extorts? What gave you that ridiculous idea?" Mysterio's demeanor did not change. "Any... gifts you might have seen have been given to me by free will alone."

"Free will? Is that the name of your watch? I don't know how, but that watch is a mind control device. You use it to create a high-powered placebo effect, then you convince them they want to donate! And the luckiest become your henchmen, without knowledge or consent!"

 _"Ventus! Ut vitam!"_ the wind howled from above, pushing Gwen out of her cover. Even with her super strength, the only thing she could do was stand a few steps away from the seat.

Gwen looked up to see enormous wind machines blasting the wind at her from the ceiling.

 _Of course. Five bucks says that Latin is probably butchered too._

"I gave them hope. I gave them happiness. What did you ever give them?" Mysterio looked at her henchman, then pointed at Spider-Woman. The cloaked man nodded and readied aim.

"Cut the act! The hope you give them isn't even worth a Bubsy game!" Gwen shouted through the wind. "You're nothing but a common thief!"

"Why don't you understand? You have to have some ills of your own too, right? Why else would you clothe yourself in a bad hoodie to fight crime?"

 _BAD hoodie?!_

The revolver fired just as Gwen gave up attempts to resist the wind, so it could push her farther from where the bullet was hit. The bullet got buried in the floor, missing Gwen, who attached herself to a wall, outside of where the wind machines could reach.

"Let her go, Miranda!" before the mechanisms could readjust, she jammed them both with webs, at the same time jumping to the side to dodge another shot.

Gwen aimed her web at the henchman, before her Spider-Sense reacted to something.

 _What could possibly..._

 _"Fulgur!"_ a bolt of lightning nearly hit her, causing her to miss the web shot. That lightning came from Mysterio's wand.

 _That one is for real? This is too confusing._

The henchman, taking advantage of the distraction, seized to aim at Gwen. Instead he turned the barrel of his gun at aunt May, who did not notice that at all. She stood there, wearing the same blank expression Gwen saw on that henchman in the alley.

"Tragic little thing, this one," Mysterio spoke. "She came to us, kneeled before we could even say anything, begging to cure her fading heart. How else could she take care of her fragile nephew alone, she said."

 _This is bad. No matter how fast I react, there's always a possibility of a botched shot, especially if she has another turbine nearby. But I can't risk her getting away with this. If I don't catch her now, who knows what will happen..._

"But once you're dealt with, she will come out of this theater alive and full of energy. Why do you dare take that away?" Mysterio smiled, regaining her composure.

 _* &^% it, *&^% it! Maybe if I adjust for the wind, maybe if I jump and fire an airborne shot myself... no, that would never work... I... need a distraction._

 _Wait..._

 _That watch..._

 _If it's a mind control device, why did she need to set all of this up, why couldn't she just brainwash whomever she wanted..._

 _Of course!_

"What's the matter? Where's your feisty demeanor?"

"Don't hurt her." Gwen's tone became somber. "Take me instead."

"Hmm?" Miranda raised her eyebrow.

"Have you ever read the Bugle? I'm a well-known menace. When I steal, no one will suspect you. And boy, can I steal."

Mysterio raised an eyebrow. "What can you possibly offer me that will triumph over willingly given gifts?"

"Have you ever wanted to own the shield of Captain America? The real thing?"

The joy on Mysterio's face tripled.

"You got yourself a deal." Mysterio opened the watch and aimed it at Gwen. The light shined at her, but she could not close her eyes. The henchman lowered his gun.

 _Now comes the hard part..._

 _"Respice in uigilia..."_ Mysterio chanted, barely containing her excitement.

The colors became more vivid and blurry with each second. Mysterio's voice became softer, more soothing. Gwen felt her will being washed away, replaced by a dreary wish for sleep. A calming tick-tock of the clock, seemingly random, but all too familiar, especially when combined with a deep male whisper...

 _No..._

"I gotta go, alright? I'm gonna catch a very big bad guy."

 _Wait... please..._

"Why the sad face? I'll come back. Then we'll have fun, right?"

 _Don't go... don't..._

"I promise, I'll be back before you wake up."

 _I can help... I can help you!_

All the colors faded except red. The tick-tock got buried in the strike of broken glass. In time, the red disappeared as well, leaving only emptiness.

"It's not your fault," she heard Mysterio's voice in an echoing chorus. "You don't have to fight for him. What's done is done."

Gwen remembered a particular set of words.

The words she uttered to herself every day, every morning, every night. Every time a bad guy got away. Every time she was short on the money. Every time a feeling of her ordeal not being worth it slipped into her mind. She remembered...

 _Great power should not come with great cowardice._

"Your ills are ones of guilt. Let me take them." Mysterio's many voices all turned to whispers.

Gwen screamed.

"My ills..."

"What? She's... resisting?" Mysterio, on the stage, opened her eyes wide.

"...are not yours for the taking!" she sprung into a standing stance faster than Mysterio saw her own watch close by itself. The henchman panicked, raising the gun again, but this time the web was faster.

 _"Fulgur!"_ Mysterio's wand electrified again, but a web line from Spider-Woman's other arm yanked it away.

"No!" Mysterio screamed. "This can't be!"

She tried to open the watch again, just in time to receive a massive punch to the face from Gwen. The strike tossed Mysterio away, making her drop the watch. Gwen picked it up with a web, swung it like a flail, then tossed it into a wall, shattering it into many pieces. After what seemed like a loud screech, aunt May and the henchman both fell onto their knees, faint and tired.

"How could you resist?!" Mysterio screamed through the pain of her bleeding nose. "What did you see?!"

Gwen responded with silence.

"I'll know... one day, I'll know... Fumo!" a cloud of smoke stormed the sides of the stage, concealing Mysterio before Spider-Woman could web her down. When the smoke disappeared, Mysterio was already gone.

"Aunt May!" Peter screamed from a distance, running into the stage as fast as he could.

 _Crap, gotta scram, pronto!_

After webbing down the henchman just in case, Spider-Woman swung away through a broken window long before Peter reached the stage.

 _Should have probably entered through that too.. * &^% sloppy..._

Her phone rang again.

"Gwen! I found aunt May! It's alright now." Peter's voice held enough happiness for the entire world. "I'll get her home. Then, do you wanna visit?"

Outside, at the theater backdoor, Mysterio frantically ran, until she ran into a barrel of a gun.

"Stop right there!" Jean DeWolff held that gun in particular. "You have a right to remain silent."

Mysterio growled, trying to run away, yet she was quickly pinned down by Jean and handcuffed.

"Those gullible freaks gave me everything themselves! You have no right to arrest me!" she yelled.

"Nice try, 'Theresa', but I saw everything. You're going away for a long time."

* * *

In the office of the Daily Bugle, atop the building where the logo was, Jonah sat behind a desk, alone in a dimly lit room.

"Is the new wheelchair comfortable? Good. You need a stronger dose?"

Tears ran through his eyes as he typed something on his computer.

Resting on his desk was an old family photo, John laughing as his wife held him in her arms. Jameson looked away, the memory hurt too much.

"I'll be home soon."

"You'll pay... Spider-Woman, no matter what."

 **The End.**


	3. The Osborn Prince

**Disclaimer: We are not Marvel.**

 **#3:The Osborn Prince**

The last few years had seen many inexplicable events plaguing New York City. Be it mutated humans badly in need of psychotherapy, gods and wannabee gods inflicting property damage, mad scientists building doomsday weapons, the rise in masked men and women in garish costumes threatening both public safety and discount fabrics alike, and a swarm of pety crooks, most citizens came to the concensus , (however reluctantly), that the pros outweighed the cons of living in the area.

Local news was a bit more engaging, at any rate.

But, as one man would find out, nighttime alleyways had a tendency to fit in the latter category.

Even in the dark, that man could be identified by a distinguished lab coat, a far cry from the paper sleeves and goggles in chemistry class. The second most noticeable thing about him was his posture; downright hunchbacked and leaning on a green cane for support.

Slowly, carefully, the man walked down the alley, eyes straining in the darkness, his bald head turning from side to side, as if expectin something to come after him from any direction.

When three masked men suddenly blocked on his path, that something merely became certainty.

"You've come for me, haven't you? I told her I don't know how he survived!" he said to the masked men.

"What you babblin' about, gramps?" said one, before stepping forward. The trio of crooks wore dusty leather shirts with equally poorly-maintained jeans. Their masks looked like they'd hastily bought them from a costume shop.

"Give us the money!" another one pulled a knife on the old man.

"You can't!" their victim backed away a little. "This is the Don's turf! Do you even know who I am?!"

"*&^% The Don! We make the rules here!" the third attacker yelled.

"Rule #1..." echoed a voice echoed through the alley. "There are no rules!"

The thugs searched for the source of that voice, which revealed itself by webbing one of them to the ground. Spider-Woman clinging lazily on a wall.

Something in the old man's labcoat beeped. He was stunned, as if seeing something familiar, yet he regained enough focus to take a small device with a green screen flashing "Match" on it.

"Impossible," he mumbled to himself. "That can only be his..."

One of the attackers attempted to grab the old man as a hostage, but found himself on the receiving end of a shove from Gwen. Then she jumped forward, webbing him down at the same time.

The second thug tried to stab Spider-Woman, but she stepped aside and tripped him over, webbing the third as she went. Finally, being in a generous mood, she graced the second one with his fair share.

"W-who are you..." the old man could barely speak. "How do you..."

"Just your friendly neighborhood Spider-Woman!" she swung away, wondering if that catchphrase was maybe too cheesy as the old man frantically searched for his cellphone.

* * *

In a very well-lit hall, Emilia stood near a table. Two people sat behind her.

One of them, a man roughly in his thirties, hair too short-cut and white to be the product of age, wore a stylish black suit tailored to perfectly fit his form. His sneaky little smile, even though appearing a touch lightheaded, radiated confidence.

The table's other attendant was a younger man, roughly Gwen's age. His neatly-pressed green suit would have given him a far more dignified air had he not lacked the matching jacket. His topwear thus consisted of a white shirt with a black bowtie. He had his black hair mostly styled to the left side, some of it escaping the meticulous combing.

On the table a special medieval-themed chess set was displayed. The older man reached for the first white pawn as Emilia approached the two, whispering something in the younger man's ear, to which he nodded to in apparent agreement.

"My, my. I thought this game was between me and Harry here, Mrs Osborn?" the older man said with a hint of a laugh.

"Please, Mr Kingsley. Surely it is not above my station to wish a word of luck to my son?" she replied.

"Sounds like cheating, but who am I to complain? Are you ready?" he asked.

"Of course, uncle Roderick," he smiled, but in a more sincere and friendly manner than Kingsley had.

As the match began, Emilia's phone rang, quietly standing near the window as she spoke so as not to destract from the game.

"Yes? Of course, I knew that."

Their game started. Though Kingsley had the initiative of a white king, he took each turn slowly, planning the next step with utmost precision. His opponent, however, took no more than five seconds to execute each move.

"How did you know I was gonna do that thing? Is it in my face?" for some reason Roderick pointed to his nose.

"No, uncle, it's just..." Harry mumbled.

"No, no one does," Emilia continued.

"If you want to feel safe, stay at home and lay low for a month. I'll make sure a secret stays secret."

The match progressed, with more and more of Kingsley's pieces being put outside the board. Kingsley found all of his moves countered five turns in advance, as if everything he was going to do was predicted from the very beginning.

"Oh come on, this isn't even in the books yet," Kingsley almost resorted to slamming the desk. "No, no, I'm a professional. I don't get upset by little things like losing."

"Then what do you get upset by?" asked Harry.

"Faulty air conditioning. And bunnies."

"Bunnies?"

"They're terrifying," he said, with a completely stoic expression.

"Osborn out," Emilia said before hanging up the phone.

As she ended her call, the match had already reached its conclusion, with the white king cornered into a checkmate. Not a single black piece was lost.

"Faster than usual," said Roderick after checking a stopwatch. "Very impressive. But Mrs Osborn, surely he should come up with his own strategies?"

"Everything we have we get imprinted from others, then we improve upon it," Harry answered that one himself. "Is that really such a bad thing?"

"One day, my young friend, you will be the one imprinting on others," Kingsley said, before leaving. "But if you never find yourself, what will you offer them?"

Harry lost himself in thought, trying to come up with a response, when Kingsley had already left the hall.

"Let's see..." Emilia said. "Next you have on your schedule, a course in upper management starting in 10 minutes. The tutor should arrive soon."

"Why do we keep inviting uncle Roderick?" Harry spoke with mild curiosity.

"Building up connections, of course. When you enter the big scene, they will become all the more important."

"It doesn't seem like that one worked... Honestly, mom, how am I going to get by around these people?"

"Just remember..." said Emilia. "You are an Osborn. And the Osborns obey no one."

She put her hands on Harry's shoulders, her firm, cold touch was enough to make Harry shiver involuntarily.

"One day, it'll all be yours. The world that your father and I built together will one day belong to you."

She talked with the same proud confidence one would use to declare a war.

"Mother will see to that."

* * *

Gwen and Mary Jane walked past a shopping district filled with places to buy all sorts of things, from everyday appliances to small trinkets, and a surprising amount of purses. A single videogame shop stood defiantly amongst the others, MJ literally holding Gwen back from storming it, knowing that otherwise they could kiss the rent goodbye. Their money was needed elsewhere.

"At last, we've arrived," MJ announced with a flourish, as she approached the double pink doors of a fashionable clothing shop.

"This is against everything I stand for! I am not walking in there. I'd rather fight a tentacle monster than those prissy pink perfume peddlers."

"I'm sure you would... but we're here on business, let's go."

"Fine, but you're doing the dishes this week," Gwen grumbled.

The interior was everything the outside display promised, and much more..

The pink walls, dizzying display of mirrors, and flower-draped tables were complimented by the soft lighting. Radiating a sense of, (depending on one's perspective), shining fabulosity or a war crime against the concept of subtlety.

Being of the latter mindset, Gwen closed her eyes, banking on her Spider-Sense to guide her through racks of dresses, which to her felt like wading through a tangle of creeping tenticles, ready to smother her in a heartbeat. By contrast, Mary Jane all but swam through the rich displays of fabrics.

"Can't you make your own dresses?" moaned Gwen desperately.

"It would take too long, and I can't reveal any of my Runway designs yet. So we'll have to come up with something here," MJ searched through the dresses.

"For what?"

"Oscorp just called in for someone to be the face of their new ad. I think it'll earn us some bucks before we hit big." said MJ, pulling out a long black dress.

"Okay, so you wanna make a big impression, what do you need me for?" Gwen complained.

"Because I miss your company, silly," she teased, retreating to try out the dress in question. Gwen reached out for her smartphone to play a game, only to remember that her smartphone went to Valhalla, leaving her an old, (and more importantly), gameless Nokia for company.

"So, how do I look?" MJ asked as she came out of the changing room. Wearing the aforementioned black dress, a backless dark red halter top and skirt extending passed her knees, with a pair of black high-heels and purple gloves to complete the look.

"I, I didn't know you're that kind of model?" she laughed. "Just need a whip and you're good to go."

MJ glared, then sighed with a hint of audible frustration..

"Gwen, this is serious! This could be a big opportunity for me. Modeling for something so influential... why, my name would be sure to get attention if I get this. Can you take this seriously, please. Just this once."

Her bemusement died off as she saw the look of desperation, on a young woman that took things in stride, literally in some cases.

Gwen inwardly berated herself for being an idiot, while running over to give her best friend a hug.

"I'm here for ya, MJ. Honestly you look great, way better than I could. I can't promise I won't crack a few jokes, but you're one of the people I can count on one hand I take seriously. It's the world around me that's a bad joke. You'll do great!"

Mary Jane rested her head against her shoulder, taking in a little comfort from the contact. Gwen brushed off a damp spot on her cheek. Wether from tears or MJ's drying makeup, she couldn't tell.

They gave a final squeaze, then separated, Gwen standing at her shorter height, MJ brushing a pocket comb through her hair.

"Now then..." MJ laid a critical eye on Gwen's usual hoodie-based attire.

 _Oh no... she's not... she can't possibly..._

"Can't look as good as myself? A possibility to be sure, but nevertheless, I can't have you show up at an official meeting like this..."

She waved a hand at Gwen's casual clothes.

"Dressed in such a state."

The next few hours could only be described as terror beyond mortal comprehension. Suffering on such an unimaginable scale, that nothing in the sum total of the universe would see its likeness that would match in sheer, unrelenting brutality, before or since those two hours at the shopping center. The changing room, the makeup, the toenail-painting... those fleeting glimpses of hope as she stared longingly at the checkout line, that MJ would be satisfied with the image at last, torture upon torture piling on Gwen to no end.

An eternity later, the results of that dark ritual revealed Gwen in a a shining white dress, consisting of a top held up by capped sleeves, a skirt slightly shorter than that on MJ's dress, white knee-high boots(Gwen threatened to wreck the store over the thought of wearing high heels), and three pairs of gold-painted bracelets instead of gloves.

But that wasn't all; the look of her face was radically changed into a chiaroscuro contrast of black eyeliner, dark red lipstick standing out against her pale complexion, her already blonde hair further lightened with a layer of bleeched highlights.

"I will remember this, Mary Jane Watson..." Gwen growled in her best impression of the Shocker.

Their next destination was the silvery tower of Oscorp. When they entered through the shiny rotating doors, they witnessed a hall of truly gargantuan proportions. Everything was clean, pristine, and shiny to the point of insanity. The silver statue at the center showed a man at his prime. His perfect posture exhibited great fortitude, untouched by the same "force" that made the coat appear to be waving in the still air.

"In memory of Norman Osborn." read Gwen from the engraved pedestal.

* * *

Many floors above, two trenchcoat guards were just passing along through a corridor on their business. A man in blue jeans and a black hoodie quietly walked behind them. Comically large sunglasses concealed his eyes, a white face scarf covering the rest.

His trailing was not entirely quiet however, At one point they heard footsteps behind themselves and drew their tommy guns, only to see no one in particular behind them. To their credit, they did notice an opened door on the side.

"Intruder?" one of them said.

"Intruder." agreed the other.

They entered through the open door, in a laboratory. Passing by a random cardboard box, they searched under the tables and behind shelves of various devices and weapons.

"Hey check this out," one of them found a gray remote.

"Don't touch..."

Before the other could finish his sentence, a big red button was already pressed. A device resembling a steel broomstick with handlebars and buttons responded to it. The flames of its jet engine lit and it flew into the sky, through a window that it naturally broke.

"We are so *&^%ed," keenly observed one, before throwing the remote out of the window.

"Come on, let's scram before Mrs Osborn gets here."

The two ran off to parts unknown. If they'd not been so hasty, they might have noticed the room was missing its cardboard box.

* * *

Soon after, Gwen and MJ reached the audition room. It was a studio of a decent size, with camera crews on one end and a classic green screen on the other. Roderick Kingsley occupied the director's seat, calmly and gently telling candidate after candidate...

"We're going to have to call you back..." he sighed, after a model made a smile more appropriate for a horror movie trailer. The model in question left, uttering curses in French. Gwen took note of Kingsley's sly expression on his perfectly chiseled face, looking like a mannequin.

"Who's the possibly secret vampire?" she whispered to MJ.

"That's Roderick Kingsley, one of the most famous fashion moduls... ever!" MJ's eyes lit with firey excitement that she could barely contain, let alone keep her speech to a whisper.

"He'll be sponsoring the Royal Runway... oh, this is an opportunity of a lifetime!"

"I know, but please, contain your..."

When the hushed conversation came to Roderick's attention, he Abandoned the director's seat and approached the two ladies.

"Ah, you must be Mary Jane Watson," he said, offering her his hand.

"You've... heard of me?" she tentatively returned the gesture and shook hands, the blush that colored her face at that moment nearly matching her hair.

"Why yes, you're quite an aspiring name. Looking forward to seeing you at the Runway," he returned to his seat.

"What brings you here?"

"Actually... I'm here to take part in the audition."

"You are? Wonderful! Let's see who's next on the list first."

After checking the list, finding names of D-list actors starring in shows he'd never heard of, Kingsley simply tossed the list aside.

"No one, then," he sprung from the seat. "Well, let's see what you've got and we'll call in for the day. I'll make up an elaborate and tragic excuse later. Everyone, at your spots!"

The crew hurried up to their designated places. Mary Jane took a deep breath and stepped towards the green screen.

"Nuh-uh!" Kingsley suddenly said. "Not in that fashionable dress. We're advertising military stuff here! We need something better!"

Gwen snickered behind the scenes.

"To the changing room!" he exclaimed.

After a very irresponsible amount of time in the changing room, MJ appeared in front of the greenscreen, wearing a black suit of armor. It seemed to be made of mostly kevlar, with scaled shoulder and knee pads. Though it didn't obstruct movement, the size and shape of it would make it difficult to determine the gender of the one wearing it.

A closer inspection revealed it to be a mere promotional lookalike, made of rubber and plastic.

"Are you sure about this?" MJ asked sheepishly.

"Come on, tigress, show them what you got!" Gwen couldn't stop laughing through the words.

"Ok, starting now," said Kingsley. "First of all, pose!"

MJ faced the opposite of the camera, put her arms on her waist, then turned her head to give it a smile.

"No, no, no," Kingsley waved his arms in sheer disapproval. "We're trying to sell... combat stuff here, be fierce!"

"F-fierce?"

She clumsily assumed what she thought passed for a battle stance, just in time for Gwen to laugh very loudly.

"You're gonna conquer them for real!"

"Hmm... give her a weapon," soon after Kingsley said that, a plastic lookalike of a rifle was brought on the scene. "Now, point that thing at the camera and... scowl or something."

Mary Jane pointed the gun at the camera. Unfortunately, nobody made it clear to Mary Jane that the rifle had a front end.

"Not at yourself, jeez, that'd be some dark advertising."

"Excuse me while I get some popcorn," Gwen walked out in a corridor, without a real plan on how to get popcorn. Fortunately(or not), that was derailed by a bump into someone else.

The "someone else" turned out to be a hooded figure, presently searching for his sunglasses that the bump caused him to drop.

 _Aren't you supposed to warn me of danger? Some help you are, Spider-Sense..._

"I'm sorry about this..." he said, taking a closer look at her.

"No way... Gwen?"

She paused, hearing her own name. Then she squinted her eyes a little to recognize the half-masked face she saw.

"It's me, Harry," he said, pulling the attempt at a mask down.

 _Harry? Harry Osborn? How in the love of * &^%..._

It was then that Gwen Stacy felt her mind completely shatter into tiny pieces of stray thoughts. If not so stunned, she'd have seen an equal expression on Harry's own.

 _But I thought... I'd never..._

Failing to pick up the little pieces of her mind, all she could think to do was to ask a simple question.

"What are you doing here?!"

Ironically-synchronized, Harry asked the exact same thing.

"I was just here with MJ to do a thing, but then you just show up like that after all these years and..." she caught her breath. "Let's... let's get outside and talk."

"Yeah... good idea," Harry put the sunglasses back on. "Have to be quick about it, I'm almost certain I'm being watched."

* * *

They went outside the building, walking along the streets, particularly the least overcrowded ones. Harry took time to look behind, searching for anyone in a trenchcoat.

"Why didn't you call?" he asked.

"Why do you think?" she retorted. "Every time I tried, your press-secretary hang up on me, when I try to visit the receptionist doesn't even notify you, and..."

Gwen quieted down a little.

"Then I lost my phone. Hehe... that one keeps happening to me."

"Oh," said Harry. "That's why I couldn't reach you. I tried to call, but no one responded. Besides, mom barely leaves time for calls anymore."

"How come?"

"Ever since dad's been gone, she's been... overprotective," he glimpsed back again, just in case of coats. "She'd schedule the entire day for me, never let me out of sight, make me meet weird people, and so on..."

"At least she gives a *&^%..." Gwen sighed. "Must have been nice."

They stopped momentarily at a nearby store, Harry buying a couple sodas for himself and Gwen.

"Still a potty mouth as ever, Gwendolyn," he tossed her a can, which she caught.

"So if your mom regulates every bit of your time, what are you doing here?"

"Are you kidding? Living. At least a little. I'm not a momma's boy, you know?"

He drank his soda, coughed after a few swallows, and finished in a gulp, while Gwen finished her's in one take.

"So... so what have you been doing since that incident in the labs?" he asked.

 _Boy... where do I even start?_

She wanted to tell him everything. Get it off her chest. She wanted to go on and on about what happened to her father, her mother, her mishaps as Spider-Woman, everything. But ultimately, did not.

"Not... much. Just, been living with MJ, trying to earn stuff here and there."

"Earn how? You have a business or something?"

"Pfft" Gwen bursted into uncomfortable laughter. "Business of eating ramen noodles for life."

"A job then?"

"More like... *&^%, already used the ramen joke."

"But... I don't understand. Your dad was the Chief of Police. What happened?" Harry spoke with genuine concern.

Once again, Gwen wanted to just spill the beans and be done with it.

 _Ask yourself, would he even understand? What would that rich boy know of what you went through?_

"Can we... do something else?"

"Hmm... ah! This is around the time when I go to the Shriek..."

* * *

Back at Oscorp, Roderick Kingsley continued his struggle to get anything out of the current situation. By then, MJ produced a somewhat fierce pose, facing the side of the camera while holding an orange grenade. That was, an actual orange with metal bits shoved in it to make it look like a new experimental weapon.

"Hmm... I like this?" Kingsley hesitantly said, then turned to one of his assistants. "Do I like this?"

"I... don't know?" the poor assistant replied.

"Why are you so indecisive?!"

"So... are we done yet?" Mary Jane said, still naive enough to beleive those above her had an idea of what they were doing.

"Now that I like it..." Kingsley grinned. "I crave for more! Let's do enough photos to fill a magazine! No, two! No, six!"

Mary Jane had no choice but to send her mind to a happy place, full of money, ice cream, and attractive men and women in various states of undressing... Just as a phone rang to the tune of Green Hill.

"Nobody reach for their pockets," said Roderick. "This here is mine."

He answered his tiny, yet very stylish blue phone.

"Yes? Oh, hello. Yeah, she was here. Of course I didn't tell her anything, what kind of a groom you think I am? Yeah, yeah, I'll pick up the milk."

He hung up the phone.

"Now... where were we?"

* * *

Far away from MJ's troubles there was a place full of it's own. Where functional would be the optimist's description, rundown by everyone else. What used to be a two-story house became a two-story shack with broken windows, paint rubbing off the walls, and a single logo above the door saying "Shriek", with half the letters one good shove from falling off.

 _Turn back. Turn back now. Just do it._

"That's... the Shriek?" said Gwen. "Why can't we go to the Technodrone instead?"

"Because this is the real deal. Hardcore." Harry hurried to the entrance door.

A big burly bald bouncer wearing dirty jeans and a t-shirt stopped them before the entrance.

And "big" in this case means big enough to cosplay the Hulk.

"You. Wimp. No get in," he spoke as if forcin the words out of his mouth through a swollen tongue.

 _That solves that. Now just to turn back and..._

"Yes, Mac, I get it," Harry casually took a thousand dollars out of his pocket. "Here."

"Dollar. Good wimp. Girl with wimp?" Mac monotoned.

 _No._

"Yes," said Harry.

"Go in," Mac stepped to the side.

Before Gwen could voice a very vocal objection, she was dragged inside by Harry, via the time-old method of grabbing her hand.

The inside of the club could arrange a duel with the abandoned theater from Gwen's last adventure, and have a fair fight at that.

The walls had no cover aside from cracked brick and half-hearted attempts at paint, to the point Gwen suspected that was some kind of a bizarre artistic choice. The squabbling and breaking of bottles matched the loudness of death metal played in that loosely-named club.

The "customers" matched it too. There was only so much of leather, piercings, or weird technicolor haircuts Gwen could take. Especially with how much it clashed against her dress and how many snickers and laughs she got from others who also noticed her in that dress. She wanted to sit behind a table, but the closest non-broken table was... occupied.

 _How does she do that with a sledgehammer..._

Upon erasing that from her memory forever, Gwen sat behind a bar stand.

"What ya havin'?" asked the bartender, who really needed to change his shirt three weeks ago.

"A... never mind, you probably don't have it."

As much as Gwen didn't want to admit it, the loud buzz passing as music around there, the uninventive cursing, and the general overly rebellious spirit of the place felt all too natural for Gwen. Even without drinking anything, she allowed herself to be lost in the atmosphere.

Until the loud echoing laughter of several people snapped her back. She tensed up, assuming they were laughing at her. It only then occurred to Gwen that she wasn't alone.

 _Where is Harry?_

That question proved easy enough to answer. The laughter from before contributed a lot. But even without that Harry was visible enough on what passed for a dancefloor.

"What the *&^% are you doing?" Gwen grabbed him by the hand this time, dragging him to the bar stand.

"What?" Harry said with pure innocence. "They seemed to like it."

 _How do I put this in the most polite manner possible..._

"They think you're a total joke."

"Whaaaa?" Harry looked back at them again, as they continued to snicker in his general direction. "I thought they were just being friendly..."

"I don't think this qualifies as friendly. Have you listened to what passes for music?"

Harry unexpectedly grew bold. "I know it's awesome! Hey, if nothing else they've got taste. At the Gates, Nile, Atheist, Cynic, classic Death over here. Some Celtic Frost and Venum. Not a huge fan of Black, but I'm not here to judge."

"You call this crud music? Sounds like... wait, you're into Death Metal?"

Harry shrugged. "It's not exactly love at first listen, but it grows on ya. Hey, just because I'm rich and a bit out of touch doesn't mean you get to be rude and assume things about me."

Gwen very heavily resisted the urge to facepalm.

"How many times have you been here?" she crossed her arms.

"A... few times. I only sat behind the tables though. I want to be more proactive, you know?"

"So you've never interacted with anyone here until now?"

Harry scratched the back of his head.

"No..."

The urge was too much, Gwen hit her head as hard as she could on the bar stand, without accounting for her super strength, it did more damage to the bar than to herself.

"Hey, stop wreckin' my bar!" the bartender voiced his opinion. "At least drink something first, like everyone else!"

"Good idea," Harry said. "I'll have... Le Pin."

"The what?"

"You know, Le Pin. It's good wine?"

"Don't have it. Here, we pour vodka."

"Hmm... I guess... I'll have that?"

"I'll go get it," with a smirk, the bartender disappeared in the back.

Hearing what Harry was about to do, Gwen sprung her head from the broken stand.

"Harry, you can't take it. Have you even drunk anything like that before?"

"How tough can it be? I've been on some high-class meetings with really alcoholic stuff. I'm not some wimp," after voicing his slight annoyance, Harry left the bar stand.

 _I don't mean in alcohol dosage..._

 _Sigh. Why do you even care?_

"He's a friend," Gwen whispered.

 _A very distant one at best. Just let him humiliate himself and be done with it. You know how this life is like. He'll be running away from it before you know it._

"Maybe you're right," she whispered again.

Harry approached a table not too far from Gwen, so she kept her ear close to what was going on there. A man with a massive red mohawk sat there. Harry joined him.

"The *&^% do you want?" asked the man.

"Me, just making some friends. You know, I am a big fan of friendship. It's pretty magical."

Harry's... conversational partner almost spilled his drink from what he just heard.

"What do you think this is? Some *&^%ing high school?" he took a good look at Harry. "Didn't get enough "friends" there, or did you stuff your head in a toilet one too many times?"

"No, no, I was quite popular in high school. Perhaps the most popular kid. Well there was Flash, but he didn't have my last name. Or my riches."

In that moment, the mohawked man sounded interested.

"Riches?"

"Y-yeah!" upon seeing that he finally caught some interest, Harry got excited. "I am very, very rich!"

"How rich are we talking?" he eyed Harry's pockets.

"One of the richest men in the world. So that would be... stupid rich!"

"You don't say..."

Gwen, who had been listening in to the conversation and watching it occasionally, noticed the mohawked man's hand slip into Harry's pocket. She moved in to grab that hand so fast, to an outside observer it would seem like teleporting.

"Hey what the *&^% are you doing?!" he yelled at Gwen.

"You tell me, grabby hands," she took Harry's wallet out of the hand of its would-be-thief.

"But... why?" Harry asked.

"Why do you think?" she gave him the wallet back and dragged him to the stand again. "The thugs here would giftwrap their own grandmas for booze."

"He seemed nice..." Harry mumbled.

 _I can't believe it. He's more socially clueless than I am. I am officially dethroned as princess of socialy awkward dorks._

"Harry, when people insult you and make fun of you, that's not seeming..."

Before Gwen could finish, her Spider-Sense buzzed in.

"The *&^% you think you are?!" the man from before swung his fist at Gwen. A reflex earned from countless battles as Spider-Woman made her backhand him without turning around, with force that sent him crashing into the table he just sat behind.

"Oops..." Gwen saw that the table broke in half after such abuse. The man whose kinetic energy inflicted that on the table attempted to get up, only for the table to break some more and make him fall again.

 _Why do spiders have to be so * &^%ing strong?_

"Here's your drink," the bartender returned with a massive glass of presumably vodka.

"Harry, don't..."

That time Gwen was interrupted by Mac the bouncer walking in. His eyes first laid on the unconscious mohawk owner.

"Who?"

"Her," everyone pointed at Gwen.

Mac glared at her with the intensity of a rabid bulldog with roughly the same intentions. At the same time, Harry's face smashed the bar stand, his hand still holding the now empty glass.

 _Great, what else gonna happen? Will the Hulk burst through the wall?_

"Yes, yes, I'm walking out," she lifted an unconscious Harry, carrying him over her shoulder and holding him there with both of her arms.

"Not. Yet," Mac stared at Gwen, breathing heavily enough to outmatch the loud music.

 _I can't fight him without my mask and with this... baggage. I have to get to the exit somehow. Which happens to be exactly behind King Kong over here. * &^% my life._

The other... guests encircled them, chanting "Fight! Fight! Fight!" in a unified chorus.

"I am walking out of here. And you get to keep your teeth. Deal?" Gwen spoke in an unflinchingly cold tone, matching the look of her face.

In response, the bouncer tore his own shirt off, revealing a badly scarred yet muscular torso, and a scorpion tattoo on his chest.

 _So, I'll take that as a no?_

 _Kay, new plan._

"Come on, kick me. I dare you. Wimp," she said, mockingly.

"Mac. No. Wimp!"

In a roar he rushed at Gwen, much to the delight of the crowd around them. For such a massive man, he executed a kick with unprecedented speed and precision, enough to splat a normal human right against the wall behind Gwen. But she was no normal human.

It took but a simple lean to the side for Mac's other leg to trip over hers, sending the big guy straight into the bar stand, which collapsed in compliance with the three strikes law. Gwen managed to slip behind the wreckage and happily head for the exit.

But then Mac got on his feet.

"Girl! Fight!" he punched his fists together.

 _It would be so easy. One punch and he'll fall down. Then another will shut him up. A couple more will break his bones. And then..._

"Never again," Gwen whispered.

Mac lunged at her again with open arms, just seconds away from grabbing her.

 _This is very noble and all, but what are you going to do now?_

Her mind formed a plan. She picked up the nearest small object, a broken table leg, then tossed it at the rampaging brute. The action made him confused just long enough for Gwen to use the shoulder not occupied by unconscious Harry as a means of bumping Mac right into the large crowd behind him.

"Hey, what the *&^%!" one not very thoughtful person shoved Mac off themselves. Naturally, Mac answered with a speeding fist, that switched the attention of everyone from Gwen to the bouncer's new target, thus allowing her to slip away unnoticed.

 _I am so not stepping foot into this entire district again. That was... far too close._

* * *

When Harry woke up, he found himself lying on the couch in Gwen's apartment, with Gwen herself sitting behind a chair typing something on her laptop.

"What happened?" he asked in a tired, groggy voice.

 _I carried you while you took a nap._

"You passed out from poisoned vodka, so I had to drag you out through some adventures," she mumbled with annoyance.

"Sorry. I thought I could take it..." Harry lowered his head.

"You can't. For *&^%'s sake, Harry, you couldn't be any more out of your element if you were in space."

"I know..."

"Then why try doing something like this?"

"Because..." Harry suddenly shouted. "Because I don't want to be some isolated golden couch potato!"

Gwen was taken aback, without even being able to say "what".

"Mom thinks I'm some kind of a prince above everyone else. I just... look. I have so little things in common with other people. Even you. I don't want it to be this way," Harry continued.

"So that's what it was about? But why them? You'll never be accepted with those... people," Gwen spoke, a delayed response.

"Yes, I know..." Harry clumsily got up. "I better go now,"

"Now? Don't you need some rest?"

"Why would I? I feel fine,"

If Gwen was a robot, she'd need Ctrl + Alt + Del at that moment.

 _But... but... how? The * &^% they put in there is enough to down Thor! He should at least have a hangover or something..._

"Where's the door?" Harry asked.

"T-that way."

Harry promptly left without saying anything else. Gwen closed the door behind him, then immediately pulled her dress down, before rushing to the wardrobe and tossing it there.

"Freedom at last!" she raised her arms.

Mary Jane came back soon after, with a frustrated face all but saying "Don't ask."

 _Nevertheless..._

"What happened, MJ?" asked Gwen.

"Kingsley is a... a... dishonest scammer! Hours. After hours. Of hell. Who knew modelling business was so exploitative?" MJ strode to her room.

"But you did get paid, right?"

MJ said nothing.

"Right?" Gwen repeated herself.

"No. Some stupid contract clause..." Mary Jane crashed on the couch, her face drowned in a pillow. "What's worse we blew quite a lot of money on those dresses..."

"Fine. I guess dollar menu it is, until the Runway," Gwen sighed.

"Until the Runway..." MJ mumbled through the pillow.

"I'll go get some fresh air," said Gwen, changing to a much more comfortable costume.

* * *

 _Great. * &^%ing fantastic. This whole thing was a *&^%ing waste of our *&^%ing time._

She swung from building to building, without paying much attention to the act. Her instincts, her Spider-Sense, were enough.

 _Should have so seen this coming. Sure, model for some of the richest guys on the planet, they totally didn't get this rich without screwing people over, and while we're in the fantasy land, the sky is made of * &^% unicorn wishes!_

Gwen made a leap from one roof to another.

 _Now it's yet another month of those disgusting Burger King milkshakes!_

"Help!" she heard a faint outcry.

 _Oh what now?!_

Down on the street Gwen saw a man being cornered by a familiar sight - another man in a bad terrorist mask knockoff. That man held a knife, until he didn't, thanks to Spider-Woman yanking it away with a web line, then without as much as saying a word, webbing him to a wall.

"I'm going to be straight with you," Spider-Woman landed in front of him. "I'm in a very bad mood. So if you so much as displease me, I'll leave you to the police naked with obscenities drawn on you with a permanent marker. Are we clear?"

"Y-yes..." he whispered.

"Hey, your voice is kinda familiar," she pulled the mask off him and saw a red mohawk. "What? You?"

"Please don't hurt me! Being knocked out hurts!" he desperately shouted.

"And now you've displeased me."

That evening, a couple rookie police officers showing up on the scene learned a lot of new words, drawn on some uncomfortable places, as Gwen swung away in somewhat of a relief.

 _But... at least Harry is out of... that life. And for that matter, so am I. It's the little things in life that get you going._

* * *

Meanwhile, Harry quietly opened a door to a hall. He took near-silent steps, watching everywhere to make sure no one noticed him...

"You missed your upper management class," Emilia stood right behind him. "And your karate class. And your..."

"I get it, mom..." Harry said in a defeated tone.

"And what are you wearing?" Emilia pointed at his jacket. "This is beneath an Osborn."

"I'm sorry," he hanged the jacket on the nearest clothing rack.

Emilia placed both of her hands on his shoulders, turning him in her direction. With a cold stare, her eyes faced his.

"Repeat after me. You are my son and heir."

"I am your son and heir..." he repeated meekly.

"The world will be yours," she tightened her grip.

"The world will be mine..."

"Because you are special."

"Because I am special..."

"Good. Now go to your room. I'll let this slide once, but if I see you doing this again..."

Harry, too weak to do much else, silently nodded and left. When he did, Emilia approached the clothing rack, putting her hand in the pocket of Harry's jacket.

It initially seemed as if she didn't find anything from there, but then she snapped the fingers on her other hand, from which a small device revealed itself.

"Let's see how you're progressing," she smirked.

 **The End.**


	4. Beneath the Mask

**Disclaimer: We are not Marvel.**

 **#4:Beneath the Mask**

In times of crisis, conventional wisdom held that anyone chasing you down could be safely ignored if you burrowed in your apartment. By the time you've finished crying, chances are the threat of the week will have passed you by. And if not, well, it wouldn't bother you for too long.

Then there were cases like the old man.

Having survived his encounter with the terrorist-masked punks, he resolved to never leave the house in the next few months, with or without Emilia's prompting. In a three-bedroom house with kitchen, dining room, and a spacious living room, the place was massive by New York standards.

But rather than easing the man's paranoia, the wide space made him feel exposed, as if being tracked by the watchful eye of someone unseen.

A few days into his self-imposed isolation, he'd rarely left his bedroom, being the smallest room he could bare to stay in. It had no windows, yet he could still hear the cadence of rain and the roars of thunder that raddled those outside.

He spent the night on an unsteady chair, his green cane in one hand, and a photograph in another. On the far left, the image of him, back when he had real hair. Next to him stood a man of a similar age, but with hair already light gray, his mane extending to the middle of his neck. To his right, Emilia smiled happily, her hands joined with Norman Osborn, looking just like his statue. The far right of the photograph had been torn off.

"First Alison, now this," the old man whispered.

"I wonder, how many of our sins still remain to haunt us..."

He heard the faint, yet unmistakable crack of broken glass.

Quickly, he checked a laptop screen on the table in front of him. The display showed the entrance hall from a camera, the hall's double doors perfectly shut. He rapidly tapped the screen, toggling through displays of other rooms and corridors, until he found one with a broken window.

"Oh no..." he clicked the "Lock Door 12" shortcut, a metal door descending in the bedroom over the already locked wooden door. Though he himself appeared safe, his own sense of safety was already compromised.

Frantically, he clicked through every camera screen, hoping to at least catch a glimpse of the intruder. The effort yielded him nothing, save for a brief flicker of a shadow speeding through the corridor leading to the basement. Switching to the basement camera showed static with red text reading "NO SIGNAL FOUND".

Frantically, he took out a small green device from his front pocket and pressed a key combination from memory. An "S.O.S" flickered across the screen, before going dark.

Suddenly, the door gave a metallic screech, then sprung open, a message flashing on the laptop helpfully announcing "Bedroom Door: Offline". Any attempts to access any other door also resulted in an "offline" message. While the old man was busy checking the screens, he near-missed the sound of muted footsteps.

His wooden bedroom door now open, the old man felt a hot rush of fear slam into the pit of his stomach. The corridor beyond was empty.

Immediately, he swung his cane behind him.

But before his swing could hope to knock back whatever was after him, he felt a pair of smooth, cold fingers wrap around his head.

The old man had only a moment to scream, before it was abruptly cut off. In one fluid motion, a sickening pop sounded throughout the house, both muffled by the sound of thunder and wind as it continued to batter the windows.

Illuminated by the flash of lightning, the black and white profile of Spider-Woman was cast into view by the glare, before it was consumed in darkness once more.

* * *

That very same night on the far side of town, a local antique store was facing a bit more action than its owner would have liked. Surrounding said owner were four men in trenchcoats, fingers steady on their aim, ready to fire in a moment's notice.

"Now here's how it's gonna go," said one of them. "The Don has a lot of enemies. And to make sure he has enough funds to protect you from them... well, your fee has been doubled."

"D-doubled?" said the owner. "B-but I can barely pay as it is!"

"Sorry friend, but I don't make the rules. I'm just a law-abiding citizen that does what he's told. Speaking of, I suggest you do likewise, before we have to give you an... incentive," said the trenchcoated man, motioning with the barrel of his gun towards a large chandelier just above him. One shot away from snapping the wire in two.

"We're not doing this for ourselves, you understand. We just need a little... compensation for our hard work. How else do you expect us to protect you from the kind of things that roam the streets nowadays?"

As if to answer that question, a web line snatched him backwards. Taken by surprise, he dropped his gun while landing on his back. A blast of web nailed him to the floor. His compatriots turned around to see Spider-Woman in the shop's doorway. But instead of facing her opponents in a triumphant pose of some kind, she devoted her attention to the bulky phone pressed against her ear.

"Really? No backwards compatibility, are you serious?" she said into the phone. "Jeez, why not just play PC?"

"I play PC too. I just grew up with consoles, so I can't abandon them," Peter said, his voice sounding tinny through the phone. "So I just hacked this one."

The trenchcoated thugs, unused to such blatant disregard of their existence, stood in perfect silence. The owner, unsure of what was going on, didn't dare speak either.

"Wait, you hack consoles?" Gwen conversed on the phone, still ignoring the enemy.

"Yeah, I hack things for a hobby. Turns out the feature is there, it's just some greedy porkface decided to arbitrarily lock it out, can you believe it?"

"*&^% this!" one of the thugs shouted, opening fire. It missed Gwen narrowly as she slid behind a nearby shelf.

"What was that?" Peter asked. "Sounded like gunfire."

"Oh, just watching a cheesy gangster flick. I'll call you later. It's just getting to the good bits, wouldn't want to miss it." Gwen hung up the phone.

That was when it occurred to Gwen that she was stuck behind a shelf, three men with automatic machine guns understandably upset that she'd ruined their shakedown, with no intention of going elsewhere.

 _* &^%. Trapped._

 _If you actually paid attention, this would not have happened, you know. You're tough and all, but you're not bulletproof._

"I miss the knife guys, they're so much easier..." Gwen mumbled.

"Think I'll go around and shoot her?" one of the thugs whispered.

"Steve, no. She'll punch you into the sky if you come too close," another replied.

Gwen peaked slightly out of the shelf, then went back down as far as humanly possible when a stream of bullets shredded a Ming vase collection behind her, the sound almost muffling the owner's desperate shrieks.

Hoping that would pass for a slight distraction, Gwen leapt from the shelf, shooting webs as she went. The two she could manage missed, turning to shreds as a stream of bullets pinned her down behind the shelf again.

But the thugs themselves didn't change position, still standing directly under the chandelier. They'd wait it out until she made the first move.

 _Which means, I have all the time I need._

Going against her human impulses, she forced her muscles to stillness. Taking measured breaths, Gwen did her best to ignore the rapid pulse, the cocktail of emotions and adrenaline pumping through her veins.

The movement around Gwen lost momentum bit by bit, until the slowdown became apparent. Gwen once again got out from behind the shelf, this time just fast enough to guess where the bullets would land the moment before firing.

Once out of the line of fire, she sprinted towards the thin chain connecting the chandelier and leapt, attaching a line of webbing as she went. Swinging across, she used the momentum to make a spiraling web around the chain, grateful that the speed and erratic movements was surprise enough to the trenchcoats they hadn't landed a bullet on her yet.

"Hey shopkeeper! Get down, and cover your ears, quick!" Without the time to check if he had, she pulled at the web line she still had in her grasp, then let herself drop with the motion.

The chandelier slammed to the floor, an excruciatingly loud boom accompanying the impact as a dozen lamps burst asunder, scattering the gangsters as well as a shower of broken glass.

Gwen now had the much-needed moment to leap right at one of the thugs and toss him into a wall with a single punch.

The two remaining tommy gun owners attempted to use their weapons, but Spider-Woman jammed both barrels with globs of webbing. By the time the thugs tried to reach for their secondary firearms, they both found themselves facing the floor with a thick web on top of them.

Time seemed to have caught up with her as she came out of the Sense's trance. She took a tentative step forward.

Things seemed alright.

Another. So far, so good.

Another, and...

 _When did the ceiling get so tall?_

 _And actually, the floor's pretty comfy once you get used to all the broken glass._

She suddenly found herself dazed and sprawled out on the floor. Rubbing her head, she got to her feet with a sizable headache with specs of red dancing in her view as she pulled herself together.

 _I need an mp3 player at least... * &^%, this is tiring. But... the bad guys are down. That's all that matters, right?_

"H-how could you?!" the owner shouted, gazing in horror at the resulted wreckage as he emerged from behind a battered counter.

"How could I... what?"

"Look at this mess! What do I do now?! They'll just show up again! How am I going to pay them now?!" he started to rub his temples having a headache of his own. "I'm doomed! Doomed!"

Gwen observed the damage the struggle had created. Half of the shelves were destroyed, leaving watches, pendants, gemstones, and assorted jewelry covering the floor. So many broken display cases were cracked if not shattered altogether, the shards were prevalent enough it was hard to tell where the ruined displays started, and the chandelier's ended.

In short, it would have no trouble passing off as the set from a zombie apocalypse film.

 _Brash. Sloppy. Idiot!_

She knelt down in front of the thug, (careful to avoid the glass) and appraise the trenchcoat she'd webbed first, knocking off his hat with a finger snap. He had short blond hair, and a smug grin of satisfaction, despite his current predicament.

"You don't *&^% with the Don." he stated with pride."He'll do things once thought impossible, things you could only dream of."

"What's your name?" she asked, unaffected by his little speech.

"Bennett."

"Well then, Bennett," she pointed at the store owner. "This guy here is under my protection now, free of charge. Tell your Don, if he wishes to face me..."

She leaned in closer, her voice much lower than normal.

"I'll make him bleed."

 _Wow, that was awesome! Felt good, always wanted to say that. Okay, focus, Gwen Stacy. Don't giggle like a schoolgirl right now, it'll ruin the moment._

"So..." she said to the owner, desperately trying to keep the raspy voice. "Call the cops... or something..."

"Cut the crap, Spider-Girl. You've ruined my business, ain't that enough for you!"

"Um, sorry? Okay, going!"

Not confident at all in her voice acting, Spider-Woman left the scene. Just as she executed the first swing, her phone rang.

* * *

"Hey, Gwen. Got a minute?" Jean DeWolff spoke on the phone.

"Sure, Jean. What's up?"

"Other than another murder on my hands, not much."

"Whoa."

"I really don't like this one, considering who did it."

"And who would that be?"

"Spider-Woman."

 _What the * &^%?!_

The words hit her so hard Spider-Woman lost her grip on the web line, falling off until sticking to a nearby wall, miraculously not losing her phone.

"That's *&%ing impossible!" she shouted into the phone.

"How would you know?" Jean remained calm in spite of the outburst.

"I... uh..."

 _Sure, tell the truth to a detective who thinks you're a murderer. That'll go over well._

"W-why would she murder anyone?" Gwen amended.

"I don't know. It's not like I can just go over to Ms Spider and ask now, can I? There's just a blurry video showing her doing it."

Gwen nearly fell off the wall, again.

"There's a what?!"

You have to see this thing for yourself."

"Umm... where did it happen? C-can I have the address?" Gwen asked in a quiet voice.

Jean named it.

"Why do you want to know?"

"Oh... um... just curious? I think? Anyway, happy investigating and bye!" Gwen hung up the phone to avoid further embarrassment.

* * *

Smartphone in hand, Jean photographed a dead man. The victim was in a slump on the floor, his upper body leaning against the wall, his neck stuck in an unnatural position, still bearing the marks of a merciless grip. His last facial expression was mild shock and lastly, his cane was nowhere to be found. Jean pressed a button on a Dictaphone.

"The victim died of a cervical fracture. There appear to be no obvious fingerprints on the body. No signs of a struggle. The victim's house has a broken window and a partially damaged fuse."

Jean opened a picture on her smartphone, showing the opened fuse box. The wires appeared to be mostly intact, except the ones labeled "Door 12", which were cut in half.

"Why only these wires?" Jean continued. "Not disabling the camera system appears to be far too sloppy and illogical for someone capable of infiltrating this place... the perpetrator leaves obvious evidence of their doing. Why would they do that?"

"That's obvious," Spider-Woman's voice echoed behind Jean. "To frame someone, mainly me."

It took only a moment for Jean DeWolff to draw her taser.

"What are you doing here?" Jean asked calmly.

 _Ok now, what's the least stupid explanation you can think of..._

"My Spider-Sense led me here. For a reason."

 _I said the "least" stupid._

Speaking of Spider-Sense, an uneasy chill haunted Gwen the moment she entered the house. She didn't see anything immediately threatening, but chose to remain on alert just in case.

"Sure, whatever." Jean put the taser away. "Look at this."

Jean showed a video on the victim's laptop, depicting the moment when the old man's neck was snapped. The one responsible couldn't have been just anyone in a Spider-Woman costume. Someone whose proportional height, width, and general body shape matched the real Spider-Woman perfectly.

"How... but that..." Gwen could barely speak.

"Yeah. From standing here, I see no other explanation but it being you," said Jean.

"But it's not me!"

"I know," Jean nodded. "Otherwise I would have arrested you by now."

 _Huh... okay._

Gwen took a closer look at the video, then to the dead man. The sight of death was still very unpleasant to watch, but didn't throw off her focus.

"Listen. I'm going to need your help," Jean suddenly said.

"My help? No 'leave this to the police' routine?"

"You're a smart girl under there, are you not?" Jean sighed. "The good guys... aren't always good anymore. Remember a wave of bank robberies and other attacks not too long ago?"

"Oh, I do," Gwen giggled. "Did you ever catch the... (holy pandas, that name is stupid), the Shocker?"

"Nope. Those cases got covered up by our... esteemed... chief, Stan Carter. All cases that have anything to do with the Silver-Oscorp Conglomerate are handled by Carter alone. It's pure luck I was tipped off in time to show up on the scene before that son of a #$% and a $%^&."

 _How would a #$% and a $%^ & mate..._

"Wait," Gwen said. "You said cases that are connected to Silver-Oscorp, so this guy..."

"Is Mendell Stromm, Oscorp Chief Scientist, handpicked by Norman Osborn himself," Jean responded.

 _Whoa... high profile as * &^%._

"So. we have his laptop." Gwen said. "Anything useful on it?"

"No. Most of it got wiped out before I got here."

Her Spider-Sense tensed up with the sounds of rapid footsteps behind Gwen. On the off-chance something there will get away if she didn't, she fired a web line at the source of the footsteps. That source ducked, as both Gwen and Jean caught a glimpse of it - another Spider-Woman, holding Stromm's green cane.

"I'll get her!" Gwen ran in pursuit.

The second Spider-Woman jumped out of the already broken window, followed by Gwen who already was catching up to her. Mid-air, a double shot from a grappling hook gun embedded itself into a wall of a nearby building.

"Ha!" Gwen swung on an actual web closely behind her double. "Get over here, you cheap imitation!"

The false Spider-Woman landed on a wall, sliding down a little with a screeching noise. She fired the grappling hook again to reach the rooftop, Gwen landing in front of the imposter.

They both stared each other down from the eye lines of their masks, without any movement. The night sky was starting to rain, producing a very noticeable effect on Gwen's costume, but the imposter's clothes remained unaffected by water.

"So what are you?" said Gwen to the faker. "A clone? A robot double? An alien shapeshifter?"

"I had hoped to frame you by appearing in front of the police..." said the imposter in a voice perfectly matching Gwen's. "But this is even better."

"Answer for *&^%'s sake, who are you?!" Gwen pointed at the fake.

"I'm your Shadow, your true self," said the imposter. "Deep down, you really despised him."

Gwen squinted her eyes hard enough, the mask bent slightly with the motion.

"Worth a shot," said the false Spider-Woman. "That reminds me?"

What happened next surprised even Gwen. She expected the imposter to do some poor imitation of her powers, but instead the fake threw a few shuriken at Gwen.

 _Ok. A ninja. Sure. No problem._

Gwen dodged to the side, preparing to attack. But the Spider-Sense kept buzzing. Usually when it did that it meant things were behind her, so she jumped up. To her increasing surprise, the shuriken she had just managed to dodge almost hit her from behind. When she landed, she noticed that the imposter held the shuriken on rigid strings.

"Very good," said the imposter. "It would appear I no longer need confirmation."

"What are you talking about? And stop using my voice! Do you know how creepy it is to hear someone else say it?"

"Ah, how discourteous," the fake clapped her hands. "Five seconds, if you would?"

In a flash of light, the image in front of Gwen changed. Instead of her exact double, a new person stood in front of her. The Spider-Woman costume changed into a dark red ninja attire, the kind usually assumed to be never worn by the actual ninja. It covered the entire body of Gwen's opponent, save for the right hand and the head. The former had a black metallic glove with a white crystal on its back, still emitting light for a few seconds, a cane in its left.

But the head was the strangest of all; it was light blue and had no hair, its skin had cracks large enough to visibly scar. It had vivid blue eyes that never blinked. Lastly, the complexion of the face made it impossible to tell the gender at a glance.

 _A shapeshifting alien ninja? Heh, neat._

"Call me Chameleon," the ninja spoke. "My sincerest apologies about the framing, merely orders I am required to serve."

"Cut the crap." Spider-Woman leapt at the Chameleon, preparing a straight punch. But as soon as she extended her arm, the Chameleon caught and wrapped it around theirs, then clenched the fingers of their other arm, save for index and middle. Then the Chameleon struck Spider-Woman's shoulder.

A barrage of pain hit Spider-Woman. It was as if part of her was pierced by a dozen burning needles. As she screamed, the Chameleon released her arm.

 _He... she... whatever... is fast._

When the pain lessened, Spider-Woman resolved for another strike, that time a horizontal hook. The Chameleon ducked that attack just in time, then delivered another finger strike to her stomach. That time Spider-Woman did collapse from her knees, trying to... endure through the pain and remind some of her reflexes that the mask was still on.

 _How is this happening? I can't even land a hit, but this fake does it with a finger tap..._

"Sufficiently fast," said the Chameleon. "I would perform a test of strength, but I would prefer to keep my internals."

Chameleon took out a device similar to the one Stromm had. It too had a green screen with the "Match" text on it.

"It is amusing," the Chameleon continued. "You call me a fake. Yet in a sense, are you not an imitation as well?"

 _I have no other choice, but to beat up this blabberer until some sense pours out. Alright, here goes..._

Everything slowed down, even the particles of rain. Spider-Woman sprung to her feet as fast as she could, then rushed at her opponent to deliver a fist to the stomach. Although the Chameleon's reaction was also slowed down, the way they dropped the cane and reached for a grab was faster than it should have been possible, fast enough for Gwen to realize she'd already been countered. Too late to retaliate, Gwen was forced to endure the blow with no choice but to suffer it out.

The Chameleon firmly, almost gently moved her fist to the side, then used the other to grab her head. In one forward push, Gwen fell on her back, her attempts to grab at something only managed to mildly shake Chameleon, who performed finger strikes with both hands on her shoulders.

 _You... fancy... * &^%..._

Lacking strength to get up, she tried to fire a web in Chameleon's direction. That was when the cane began to glow with a bolt of lightning from its head, striking her in one fluid thrust.

As strike upon strike piled on top of her, the pain became too much to manage.

"If a subject with even your abilities holds that much... yes, our goal can be achieved."

* * *

She saw the hazy image of a large corridor. Hundreds gathering in front of a large exhibit; a collection of glass cages, connected to each other with metal floors with ground above them, mechanisms connecting each to a pedestal.

Spiders roamed in the cages.

"Thank you for gathering here tonight," a man in a green suit spoke into a microphone. "Here, you shall witness a revolution in genetic engineering."

A spotlight shined at the spider cages.

"These spiders have been treated with a special formula that drastically altered them. Let me demonstrate."

He pushed a button on the side. One of the cages had small spikes coming in from various parts below, right under the spider. But the arachnid dodged the spikes before they could emerge every time.

"As you can see, they have developed precognition. They're able to detect danger before it actually happens. Furthermore, their reaction times are much superior to those of their untreated brethren. Any of these sixteen spiders..."

Someone in the crowd raised their hand.

"Yes?"

"Mr Osborn, there's only fifteen spiders."

* * *

"Hey! Hey! Get up!" Gwen heard shouting. When she opened her eyes, she saw Jean shaking her.

"Did we catch them?" Gwen mumbled, half-yawning.

"Them? There were more than one?"

"No, it's just I'm not sure if that was a he, a she, or something else. English is stupid," she attempted getting up, but her body still being mostly in pain prevented that. "So did we or did we not catch them?"

"No one was here when I found you?" asked Jean. "What happened?"

"You won't believe it. A ninja. A shapeshifting ninja."

Jean slapped her own forehead.

"Ninjas. This case is getting above my pay grade by the second."

With Jean's help, Spider-Woman got over the pain just enough to at least stand up.

 _Huh? I'm holding something._

Gwen unclenched her fist to see a small green device, exactly like the one Chameleon and Stromm used, with a screen too cracked to display anything.

"That ninja had this," said Gwen. "Must have dropped it."

"A clue's a clue," Jean said. "What do we do with it?"

"I don't know. It's not like I know any hackers... wait."

* * *

Many rooftops away, the Chameleon advanced forward, the old man's cane still in hand.

"I think I lost her by now," the ninja stopped. "Good time for a double-check."

They raided their own pockets, until a single green device was found.

"Ah, here you are. Wait..."

The Chameleon checked the serial number. To their horror, it matched the old man's device, rather than their own.

"No way, it has to be somewhere here. They're small, difficult to find in pockets. And I've got pockets," the ninja spoke in a trembling, desperate voice. Unfortunately, a second search didn't yield any obvious advantages.

"The boss will absolutely murder me if I show up in this state."

The mere thought of entering its boss's door with the lost device made Chameleon shiver. Going in would be all but admitting his client had lived, without his own tracker as proof to verify it. It took quite a few deep breaths for the ninja to calm down.

"Right. Calm. Professional now," Chameleon assumed the thinker pose. "Hmm... I have his tracker. And his cane. Combined with a fact that only Carter knows of his death for some time yet..."

In a flash of light, the Chameleon became the perfect image of Mendell Stromm.

* * *

From then on, getting into Oscorp was a fairly easy task. Most employees watching "Stromm" pass by just assumed the man couldn't take a day off. That fact being true about the real Stromm helped a lot. The first obstacle took the form of a turnstile - the Chameleon's holographic pockets didn't contain Stromm's keycard.

"Stromm" coughed, attracting the attention of a security guard.

"Sorry, Mr Marko." the Chameleon said. "I forgot my keycard. Can you let me in? It won't take long."

"Jeez, Doc, again?" Marko growled, then pressed a button. "Fine, go in. You science types are such airheads."

"This will be the last time it happens, I assure you," the false Stromm walked past him.

On the way to Stromm's office, the Chameleon was not bothered as much, bar from an occasional "hello" from a colleague of Stromm's or awe-filled stares of interns. Only when the Chameleon reached the office door they were stopped by a young man in a lab coat. He had shoulder-length dark blue hair, a small goatee on his pale face, and black eyes with equally black circles of an insomniac around them. His badge said "Dr Michael Morbius".

"I've been looking for you, Dr Stromm," he said.

"Can it wait?" asked the Chameleon. "I am in the middle of rather urgent business."

"I'm sorry, it's just... please reconsider your stance on our experiment," Michael spoke hastily. "I know we don't want another federal investigation, but think of the possibilities it will unlock..."

The Chameleon knew what Morbius was talking about. The ninja also knew the real Stromm would never agree to it. But it's not like the real Stromm was in any position to object anymore.

"Talk to Vice President Osborn. I've already given her everything she needs to conduct it."

"R-really? That was... easy. May I ask, what made you change your mind?"

"You might say..." the Chameleon smiled. "I feel like a changed man."

Michael Morbius walked out, just barely restraining himself from sprinting in happiness. "Stromm" used the time to open the door and lock it up in case of any more distractions.

From Stromm's work computer the Chameleon could access the O-Tracker system. But more than just access was needed. Only the account of Vice President Emilia Osborn held the access code required.

"If I do this, I might be dead. If I do not, I will definitely be dead."

The holographic disguise didn't show it, but the Chameleon was sweating bullets. During the hacking process the ninja kept looking around, behind, and even above to ensure nothing was already set to murder them just for the attempt.

Eventually the Chameleon could access a map of New York city with locations of all the employee's devices, including its own. It seemed to be emitting its signal from a location called "Technodrone".

* * *

Business was as usual at the Technodrone: late night dubstep, neon lights placed to absurd levels, weird abstract movements loosely defined as "dancing". Though there was one significant change: the large speakers now had one security guard constantly monitoring them.

 _That's hearing loss waiting to happen._

Gwen, in her civvies this time, sat behind a table very far away from the main scene. Far enough so one could speak without having to out-scream Klayton. Peter Parker shared the table with Gwen, a fact Peter wasn't the most enthusiastic about.

"I dreamt of magic sheep, you know," he yawned. "What was the important thing?"

"I'm really sorry..."

"You said that for a thousand and twenty four times now, Gwen. I'm all for a date, but... the things I had to do to convince aunt May..."

"I know, but this is serious. And important. And seriously important. Please help."

She put the green device on the table.

"I'm helping the police to solve a very dangerous, very high-profile murder case. The culprit dropped this. I need it examined and probably hacked."

"Wait, wait, wait. Murder? You're serious?"

Peter looked into Gwen's unblinking, determined gaze.

"You're serious," he proceeded to dissect the device.

"Man, this thing's been busted to hell and back. I think it has some biological detection mechanisms, but those are so beyond salvation. There's also tracking and recording... hmm... I can work with those."

A minute later, the tracking device was in a distressingly large amount of pieces scattered across the table, seemingly done with just a screwdriver and a pair of pliers.

Taking out a box of something that was far above Gwen's very basic grasp on electronics, he proceeded to realign wires, replacing other plastic things with other plastic things, and wait...

"Is that a blow torch?!"

Peter shrugged, taking out a small canister of butane.

"Yup," he said cheerfully, screwing the canister to the nozzle and igniting the hot wires with a firm press.

Gwen could only stare in shock.

"W-were you always carrying that around with you?"

"Sure do. Always have since I ran into some trouble a few years back in Jersey. Hey, you got some hair spray on you? This flame's not hot enough."

 _Ahahahaha, my boyfriend is trying to kill us..._

Despite her many, many, many reservations, she fished through her purse and found a half-empty bottle. numbly passing it to Peter, hoping she'd not have to evacuate another burning building in five minutes.

He grinned, took the bottle and applied a few gentle squeezes. In three seconds, what had been a flame the size of Gwen's palmed ballooned into three times it's size.

"There we go. Now we just need to connect this copper wiring to the homing chip, aaaand, done!"

To her relief, he unscrewed the nozzle and put the torch in his bag.

Peter methodically pieced the device back together, after putting the small chip inside it. With that done, Peter continued the work from his laptop.

"I think I salvaged a video file." He turned the screen in her direction for a better view.

The footage could only be described as a video file on a technicality, and a shaky one at that. In the rows of dense static, little could be made out aside from a few silhouettes. The sound was equally distorted, so that while one could make out the words, the voices sounded too mechanical to assign a name to the speaker.

"Mendell Stromm has been on edge the last few months. He knows about the Osborn blood."

"He called me earlier. He knows indeed."

"It's only a matter of time before he slips and spills the beans."

"If the Don finds out, our plans will be in danger."

"But I can't kill him without Chief Carter finding out. He will investigate on behalf of the Don. And that'll be enough to follow our tracks."

"Not if you frame someone. A specific someone..."

"So that's why the killer dressed up as..." Gwen realized she spoke out loud. "Spider-Woman."

"Ouch. Poor Spider-Woman."

"No, that wasn't the real Spider..." Gwen stopped, Peter's words registering in her head. "Huh? You believe me?"

"She saved my aunt, she's a hero. And heroes don't commit murder."

Gwen's mood brightened. She could hug him, kiss him, and do some other things with him right then and there. No one had ever expressed gratitude for her efforts, not even MJ.

"Gwen?" Peter noticed her drooling. "Are you ok?"

"Yes uh... umm..." her face turned redder than MJ's hair. "Yes. Yes, I am fine."

"Hello," a male voice intruded in their conversation. "I'm S.H.I.E.L.D. Agent Phil Coulson, and you need to give me this device."

Both Peter and Gwen turned attention to the man addressing them. He wore a black suit and tie, his receding brown hair and a wide smile made him look like a cool uncle who doesn't care that you weren't of drinking age yet, as opposed to some secret agent. In a different circumstance Gwen would question of why someone of such importance would approach her, but the mere mention of S.H.I.E.L.D. overrode her entire common sense.

 _A real S.H.I.E.L.D. agent! Right here! This day is getting better and better!_

"Is... she... always like this?" Coulson noticed the drooling.

"Basically," said Peter. "I like it."

"Anyway... you may not be aware that this device is crucial evidence in a murder investigation that just fell under S.H.I.E.L.D. jurisdiction," said Coulson. "This is it. I need to have it."

"We're not in trouble, are we?" Peter mumbled.

"No, no, quite the opposite. We're very grateful you found it," Coulson said.

"Ohmygosh ohmygosh ohmygosh, a S.H.I.E.L.D. agent!" Gwen screamed in excitement. "You guys are so cool!"

"W-we are?" Coulson was taken aback by her enthusiasm.

"Of course! I watched every season of 'Iron Man and the agents of S.H.I.E.L.D.' non-stop. Easily my favourite show. Is it true the real Iron Man stunt doubles for it occasionally?"

"Actually, I'm not in charge of the show, so..."

"Really? That's a shame. I was gonna ask if Captain America will appear on the show, given the recent events..."

"Please. I am only here for the device," looking behind, Coulson noticed the weird looks some security guards gave him. "Just give it to me and I will throw in... a reward of some kind."

Gwen turned her eyes to Peter, who was typing something on his laptop.

 _Don't give it just yet._

"Really? A reward?" said Gwen. "Do you have pictures of Thor? Preferably in the shower or something..."

"That would be a breach of privacy... sigh. If you must speak, tell me how did you come across this device."

"Funny story, I was just walking by minding my own twenty-something business, until this really nasty rain just poured on me. I didn't have an umbrella and I didn't want to get all wet, so I hid in a nearby burger joint. And you would not believe just who was there!"

"Who," the agent deadpanned, with an increasingly brittle smile that strained his charming appearance.

"This guy, right here!" she said, wrapping an arm around Peter affectionately.

Peter shrugged sympathetically, a phrase in body language roughly translated as the "my girlfriend does this all the time. Just give it time and it'll all be over soon" gesture.

"Oh yeah, me and him go way back! Like, this one time we..." And so, the story went on for ten minutes, featuring intense drama, gripping action, very, very pashionate romance (the details would take weeks for the mental scarring to heal), and an ungodly amount of references, until...

"And then this thing fell from the sky on my head. I said 'Ow', then I thought it's some kind of a novelty smartphone, so... is it yours?"

"Yes," Coulson snatched the device, fearing that saying anything else would trigger another monologue. "Now if you excuse me..."

He left just as sudden as he showed up. If anyone was present in a nearby alley, they'd see him transforming back into Chameleon and mumbling "college kids". Gwen's common sense awoke from its slumber soon after.

"*&^%. That was the killer."

"Agent Coulson was the killer?"

"No, no. The killer has some holographic tech... basically a shapeshifter."

"Wow. This murder really is high-profile."

"Yes... And if I hadn't just gave away our only evidence to our only lead, we could have done something about it."

"Actually, you just gave us another lead," Peter said, bringing up a map of New York City.

"You see, I needed our guy distracted long enough to download an encrypted copy, which I' then installed another tracker inside, that's connected to my laptop. Since I made a third-party tracker cut off from the source code, we can track it without it tracking us. This baby can not only lock on to where the device is right now in real time, but figure out where it's sending its original signal. Which would be... here."

A green arrow flashed in the direction of Oscorp.

She made due on her promise, giving him a kiss on the mouth while pulling him into a tight hug. "Oh, you're definitely worth another date when this is over."

 _Wait, Oscorp? But why would they kill their own employees? Because he knew something?_

 _Oh no. That's why he was freaking out around me. That Osborn blood talk, framing me, waiting till I actually show up... it's me they're after!_

Gwen shivered as a lance of fear chilled her to the bone.

Although she didn't know the details, far from it in fact, in that moment of clarity she realized her little superhero hobby had its own dangers, far removed from a two-bit thief or the hothead with a knife.

Oscorp, on the other hand, was large enough to keep the Chief of Police in their pocket.

 _Wait... it wasn't them that had Chief Carter... wasn't it this "Don" who has those trenchcoat guys?_

That's when Gwen remembered what she said to Bennett.

 _What am I going to do..._

"Gwen? Gwen! Are you ok? You keep nodding off."

"I-I'm alright," she hastily wiped the sweat from her forehead.

 _One thing at a time. We have a ninja to track._

"I can write an app for you to keep track of these things," Peter said.

"An app for what? For this?" Gwen showed him her old Nokia.

"Oh. I thought you had a... never mind. Hmm... I can work with this, actually."

* * *

Some time later, Spider-Woman swung amidst the rooftops below the night sky, now comfortably lit by the full moon and a smattering of stars.

She chose the rooftops closer to the ground, rather than high above, when she'd prefer to dive low in sweeping arcs, let the momentum swing her upwards, gliding for pleasure's sake. Literally being close to Earth allowed her to get a look at the crowd below, while waving her Nokia in hopes of catching a clear signal.

A pixelated arrow pointing erratically like a broken compass was her only guide as it blipped in and out on her phone.

 _Like finding a ninja in a haystack. At least it works. Kind of._

 _Dear * &^%, you're a *&^%ing stupid *&^%. Challenge the leader of organized crime big enough to order the *&^%ing Chief of Police around. If you feel like you don't have enough problems, why not also kick Nick Fury straight in the *&^%?_

 _You're not taking this seriously. Any of it._

"That's because I didn't expect this," Gwen said. "These big organizations always seem so large, how could I think they'd actually target me?"

 _But now they are. You're in way over your head._

"So what? I never specified a 'you must be this small-time to get punched by me' rule or anything like that."

 _You're scared. Don't even try to deny it._

"What do you want me to do? Chicken out and play strip poker with MJ for the rest of my life?"

 _You're facing a corporation big enough to employ ninjas. Actual, * &^%ing ninjas. How do you even hire a ninja? It's not like they post resumes online._

"Great power. Great cowardice. Don't mix. Sure, I may be getting into way too big leagues. But it's a chance to make some real difference."

 _Admit it, you're just one little spider caught in a very big web._

She kept her attention to the crowds below, frantically checking her arrow in hopes it would point to the Chameleon's whereabouts, on the off chance it activated her Spider-Sense.

 _Let's think about this, shall we? Once you get Chameleon, assuming you can even win, what then? You capture them, your lead ends. You'll be as clueless as you were before._

The arrow on the screen abruptly changed to a dot that moved too fast for it to be anyone else in the crowd. Ultimately, the speed that normally made it difficult to detect was the very thing that gave it away.

Gwen glimpsed its silhouette as it dashed through the streets, The Chameleon jumping from rooftop to rooftop. Using claws to climb the walls, retracting them into its hands.

Gwen followed, giving a call to a friend as she did.

"Jean, I just saw Spider-Woman swing by, she's chasing some ninja. It's weird. Here's the address..."

Right after she gave the address, she shot a web line toward the shapeshifter. It caught them on the leg, allowing Gwen to pull it back, tripping Chameleon.

"Ah... you have found me. I am impressed," the ninja got up from the knockdown. "Though I must confess, I fail to understand your intentions beyond this confrontation."

"You're going down, you corporate sellout!"

Spider-Woman opened with a barrage of webs, intending to simply overwhelm the ninja in sheer numbers. Chameleon responded with a fluid backwards jump, off and over the rooftop, the dull crunch of broken glass giving Gwen a direction to follow.

 _They're trying to get you into an enclosed space, idiot._

Gwen bit her lip. She saw no other choice but to follow Chameleon into the apartment they'd broken into.

* * *

The place was hardly a glorious battlefield. Torn and flaking wallpapers, tables reduced to splintered chunks, a door barely clinging to its hinges. It didn't exactly scream "Doctor Doom's throne room".

She proceeded forward, webs at the ready, should she catch a glimpse of Chameleon in her line of sight.

"Judging from your previous remark, you know who we are," the voice of Chameleon echoed from somewhere unseen.

"And how big we are. What do you think you are to us?"

"You tell me. You're the one in cosplay," Gwen heard a rustling sound from the door, so she fired two webs preemptively. That undid the door for good, as it fell to the dusty floor in a loud thump.

"Even if I should tell you, your mind would reject our truth as a falsehood. The attempt would yield nothing of interest to us."

The now open corridor revealed row upon row of many doors, some tightly shut, others one shove from collapse as before. Cautiously Gwen stepped forward, yanking the closest door at hand with a web. Aside from disturbing a blanket of dust, it seemed as if nothing else was there to be uncovered by the sudden impact.

Reassured by the lack of a response, Spider-Woman entered the room.

The room did not fare any better when compared to its predecessor. It was also much smaller. And empty. Just walls, a ceiling, and a broken window.

"Cut the crap, Chameleon. You freaks are just another profit-driven gang of numbskulls," Gwen glanced out of the window. Every neighboring window was broken as well, with no sight of the ninja.

Behind her, she heard the sound of loud laughter. Immediately she flung a pair of shots over her shoulders, turning to find she'd only webbed an empty wall.

"That could not be further from the truth," she heard Chameleon's voice from afar. "But I would not expect you to understand our dream."

Gwen exited the room, then repeated the procedure of ripping the door and entering the next.

"Yeah, yeah, it's too deep for me. Heard it all from the fishnet man already."

The next room looked like a carbon copy of the previous one. The broken window especially could be an exact duplicate. Spider-Woman shrugged it off, heading for another.

 _Spider-Sense!_

At first she assumed the attack would be coming from the corridor, but nothing was there. Only the realization that the attacker was behind her hit her in time to closely duck under the shuriken. Upon turning around she saw a glimpse of the ninja's red garb before they slipped outside the window.

Guessing on what the ninja would do next, Gwen rushed to the next room. But before she could open it, she heard the Chameleon speak again.

"How naive. You of all people, clinging to your preconceptions and illusions."

A sound of footsteps coupled with her Spider-Sense alerted her. She responded with the quickest backhand she could manage, yet the Chameleon had already ducked and attacked with two finger strikes to her knees.

Fighting the urge to collapse, she swung a fist downward at the ducking ninja, who caught the much slower attack thanks to Gwen's knee. The same method was likewise applied to her attempt to use her other fist.

"But we, like a phoenix, rise above the minds of mortals," the Chameleon pushed her against the window, breaking it and partially shoving her outside. "And no phoenix can be slain by an insect."

"Spiders... are... arachnids!" Spider-Woman pushed herself back, momentarily throwing Chameleon off-balance.

 _An opening!_

Pooling all her strength into a fist, she thrust into the Chameleon's stomach, smashing her enemy against the wall. Collapsing under the Chameleon's impact, a spider web of cracks forming as the shapeshifter fell to the ground.

Spider-Woman rushed in for another punch, just narrowly avoided as the Chameleon rolled to their left.

Hitting the splintered wood burned her hand as a bruise formed on her fingers, the sharp sting left her open for one of Chameleon's attacks in her moment of hesitation.

The ninja, however, didn't move forward. Instead they were wracked by a violent spasm, twitching and screaming as tasered wires embedded into their back.

"You have a right to remain silent," said Jean DeWolff standing in the corridor. "Anything you say can and will be used against you in a court of law."

The shock pushed Chameleon on their knees, giving Spider-Woman time to knock over the ninja, who either did not, or could not get up from the attack.

"So that's our killer, huh?" said Jean. "How did you find this... ninja? Jeez, is still sounds too nuts."

Spider-Woman told Jean about the tracker, about Oscorp, the Don, and Chief Carter, omitting her first attack and tracking by the ninja. Jean's face turned progressively more pale with every detail.

"Chief Carter... co-conspirator. I should have so seen this coming. But that means Silver-Oscorp are supporting this Don and his racketeers... but someone there hired this... ninja," Jean grabbed her own head. "Aaaargh, what a *&^%ing mess. Let's just arrest this prick for now."

Jean took out the handcuffs.

"Wait," Gwen said. "There's... an alternative."

"Like what? Killing? I'm not that kind of cop," Jean handcuffed the Chameleon.

"No. I mean, think about it. What happens if we do this? Carter will cover it all up again. We'll never know who's the one out there with this kind of hired help."

Jean's face grew tense, glaring into Gwen's eyes with cold disapproval.

"If you think I'm letting a killer go free, you need to learn a few things, young lady."

Uncertainty clogged Gwen's mind. The words she needed to say were clear as crystal, and yet they felt like a lump in her throat she'd either swallow or choke on. If she didn't say it then, there wouldn't be another chance. She clenched her fists and pushed on.

"I-I bugged the tracker. Whenever the Chameleon goes, I'll know. We'll be able to nail them all. The ones who hired them, their accomplices, we'll get them all! Just, give it time."

"And what if we don't? This one kills someone else again."

"And if you arrest this one, they'll just hire someone else! Don't you get it? This is bigger than both of us!"

"The killer goes to jail. That. Is. Final."

"For *&^%'s sake, Jean, the world isn't so black and white!"

The corridor grew silent, neither saying a word.

"I never told you my name," said Jean.

"I... I mean... that..." Gwen's knees were shaking even more so than after the Chameleon's attack.

"You sound just like him, sometimes," Jean sighed. "Always the pragmatist..."

"How long have you known?" Gwen whispered.

"I've had my suspicions. Not that I cared... you looked like you were one of the good guys. But even you're starting to talk about the 'bigger picture' nowadays... Can't we just be good? Can't we just jail the bad guy and be done with it? Why does everything have to be so convoluted?"

"It's how we make a difference," Gwen said, regaining some conviction. "The Chameleon will be our pawn. With this, we'll jail all the bad guys. Trust me."

"Fine. Do whatever you want. Just call me if you need someone tazed, ok?"

"Deal," Gwen smiled underneath the mask. Jean shared the smile, even if it didn't quite reach her eyes.

* * *

Some time later, Chameleon woke up, still in the same place and still handcuffed.

"Huh?" the ninja looked around, not seeing anyone else with them. "Guess the police officer wasn't with her..."

The Chameleon's body started glowing in near-transparent pinkish red flames. The flames were especially visible around the hands. By moving the arms apart, the Chameleon broke the handcuffs. Then the ninja got up on their feet, as if never having been injured at all.

* * *

On the other side of town, on the rooftop of a police station, Chief Carter and Jean DeWolff shared a smoke as night became dawn, the sunrise complementing the shine of their Cuban cigars.

"You were right, detective." Carter's voice was a raspy monotone.

"About... what?"

"If you want to do something right, you have to do it yourself. The higher-ups were... of help, but this one should be handled by us."

"You mean..."

"We have to protect and serve. That's what we do. We can't let someone get away with murder just because they have powers we do not. I'm announcing a bounty for Spider-Woman."

"But Spider-Woman didn't kill that man!"

"All evidence points at her. If you have some contrary evidence to present, detective, now's the time ."

As much as she wanted to prove Carter wrong, she remember what Gwen had said.

"I do not, sir."

* * *

Somewhere on top of the Oscorp Tower, a single trenchcoated man walked in a large hall. He pressed a green device against a small panel near the door. It opened, allowing access to the corridor ahead.

He passed through, eventually ended up in a smaller hall, where a strange chair was connected to various wires and tubes.

In a flash of light, the trenchcoated man transformed into Chameleon.

"It is done.."

"You took too long," said the voice of Emilia Osborn.

"The old one put up some resistance... but I have done everything as planned. His life, his tracker, and his cane. Though I have to ask... why would you want the cane?"

"It's all part of the dream," Emilia walked over to the chair."We can now move to the next stage."

Emilia's phone rang. The Chameleon interpreted it as a cue to disappear in the shadows, just as Emilia picked up the phone.

"Yes?"

"Emilia," said an old, fading voice. "What is the status on your project?"

"It is getting close. I will be done soon."

"I need you to hurry. Spider-Woman has challenged us. We need to strike back."

"I will, my Don."

Outside the Oscorp Tower, on a much lower rooftop, Spider-Woman sat down. Her phone showed a pixel dot in direction of the tower. She was fairly far from there, but even then the building's sheer mass made her like a speck of dust in comparison.

 _Are you sure you made the right choice?_

"We'll know soon enough..."

 **The End.**


	5. Falling Dominoes

**Disclaimer: We are not Marvel.**

 **#5:Falling Dominoes**

In moments of solitude, the memories would come to Harry in short bursts; Reminders of a time long gone. A simple, straightforward life, though not necessarily a better one.

"Where you think you're going?" came a shout through the hallway. Five students in uniform surrounded one, flanking to either side.

Minutes after class was over, Harry had been running late for the lunch break. He had hoped to make a quick dash to his locker to stow away his books, praying he'd not be seen alone while the halls were quiet; an easy target when he had no witnesses.

Unfortunately, the usual suspects had arrived, as he feared they might.

Surrounded on all sides by the older students, Harry slumped against his locker, glumly determined to get it over with.

"P-please, I was just going to lunch..." he managed in a rush.

"Look at him. Going to lunch, he says," one of the boys scoffed. "You think you're hot stuff, Osborn?"

"Yeah!" another added. "You think you're better than us, Harry?!"

"Come on, Alison, say something too! Tell him!" the boy pointed at the one standing next to him. He was the only one who looked as short as Harry, his face pale, his expression devoid of emotion. Still in his preteens, his black hair already had gray spots trailing the sides.

"He wasn't the one who ran your parents out of business," Alison spoke in a voice deeper than most boys his age.

"He's not his dad."

"So what? He's still Osborn's kid! He gets to be all high and mighty while our folks have to work hard just so we can be here! I say we rough him up!"

A loud crack echoed through the corridor, stopping the antagonists in their tracks. Harry looked up over the rough circle of bullies to see a black baseball bat, in the hands of a familiar blond girl.

Gwen Stacy brandished her bat, glaring at the five, the threat in her eyes all but shouting "Go ahead. Make my day, punk!"

"G-Gwen?" Harry asked nervously, starting to worry for their safety more than his own, if only to avoid another detention.

"Oh yeah?!" one of the boys declared. "I'm not afraid of you!"

"Settle down, idiot," Alison said. "Her dad is the Chief of Police. You want even more trouble?"

The boy growled, but left. His friends and Alison followed, leaving Harry and Gwen alone.

"Thanks Gwen. Um, not that I'm not grateful, but you know baseball bats aren't allowed on school grounds, right?"

His savior grinned.

"Neither are bullies, but you see how these guys are. Come on," she took Harry by the hand. "We're late as it is."

* * *

Through an Oscorp Tower window, Harry looked pensive as The early morning light colored the horizon a faded gray.

He sat alone in one of the various meeting rooms available for the company's employees, slowly growing agitated.

Harry glanced at the grandfather clock that stood proudly behind the head of the table, (the third time he'd done so in five minutes) while the click and swing of its pendulum made his teeth ache. He could feel the beginnings of a headache coming on.

"Huh. Mother is late..." he observed to nobody in particular, more to fill the stifling silence than anything else. "That never happens."

Not that he was looking forward to the proceedings, either. Harry approached it with much the same relish as a medic might when cauterizing a wounded soldier. That is to say; with gritted teeth and a desperate need for alcohol.

The thought of all those suits, fake smiles, and backdoor deals in one room nearly made him nauseous. If only he could just not go... but his mother wouldn't allow that.

His mother, who wasn't there.

"Perhaps I have some free time..." Harry slipped out of the hall, with no one in site to notice.

* * *

For the first time in recent memory, the neighbors weren't blaring Black Metal through the walls. For Gwen, that normally would have been cause enough for celebration.

Normality however had long since packed up and left for parts unknown two days prier, neglecting to tell her when it felt like coming back.

She glowered at the laptop screen, willing the green dot to budge just an inch.

"Still not leaving Oscorp? Come on, it's been two days. Even ninjas have to go grocery shopping or something!"

The dot politely declined her request.

She let loose a pent up scream of frustration and let her head hit the keyboard in a slump, producing a string of gibberish.

 _When I thought of all the fun things I could do the day I got spider powers, a two day staring contest wasn't one of them!_

 _Get some sleep already. Clearly Chameleon's not going anywhere._

"You're not the boss of me," Gwen mumbled.

"Hey, we gotta talk," said MJ as she came through the front door, fresh from her morning jog with a newspaper wrapped under one arm.

"Gah!" Gwen pulled the screen down, hands placed protectively over the laptop.

The vagrant model was dressed casually in a pair of faded shorts, flats larger than her dainty shoe size, a loose ponytail, and an "I Heart Thor" T-shirt that belonged to Gwen.

"Relax," MJ rolled her eyes. "Like I don't know what's in your stash by now."

"It's not that! For real this time!" she said with some indignation, her cheeks turning scarlet.

"Sure. Sure," MJ replied as she unrolled the newspaper on the table, brushing away several bottles and plates to free up the space.

A glance at the cover story was confirmation enough that it was unmistakably a product of the Daily Bugle. "Million dollar reward for Spider-Woman, murderer of Oscorp scientist!" The bold font and arrow pointing accusingly at the suspect all but turned the printed medium into a shouting match.

"Written by J. Jonah Jameson, of course," Gwen's tone was flat.

"What is this?" MJ crossed her arms, not unlike a disappointed parent.

"Please... that's just the usual smearing by the press."

"Usual smearing..." MJ opened the newspaper and pointed at the photos. "Does not have this."

Despite the blur and general poor quality, the depiction of Spider-Woman on them was unmistakable. A shot so clear couldn't have come from a camera so close, Gwen would have noticed.

Unless it was from footage of chameleon taking out Mendell Stromm, persisted Gwen's voice of reason.

"That's a copycat," Gwen tried to keep her mouth from twitching. "From that Chameleon debacle I told you about."

 _And might have missed a few details. And by few I mean a lot._

"Well, good, but the police still think it's you. And there's even a reward for your head, Gwen. Do you realize how big it is?"

 _I'm tracking down ninjas. Of course I * &^%ing realize it._

"Nobody in their right mind believes Jameson," said Gwen. "Besides, it's not like some random schmuck is going to hunt me for the money, right?"

"MJ, while you're here..." Gwen also added. "Could you pass me some pizza? The entire pizza this time?"

Her long-suffering roommate merely sighed.

"Gwen, you've been sitting here for two days straight. You need to go outside, take in the fresh-ish New York air, stop and smell the asphalt, that sort of thing."

"But MJ..."

"But nothing. You can sit around all you like, but I know you're better than this," she appraised her roommate's disheveled appearance from the mess of blond hair that was more untidy than usual, downcast eyes that continued to obsessively watch Chameleon's position, to the ratty clothes and an ever-growing collection of candy wrappers and microwave meals threatening to spill over the counter.

"Better than what? I'm doing the responsible thing as a hero and staying on the alert for criminals like Chameleon.. Hey, what are you..."

Without so much as a tingle on the back of her neck, Gwen found her laptop had been closed and turned off by MJ, taken out of reach before she could think to grab it.

For her part, Gwen was on her feet, glaring up at Mary Jane's suddenly severe gaze.

"Gwen, we both know that's not true. That Chameleon thing shook you up pretty hard. I know you better than most, and I think it got under your skin."

"Me, scared? Ha, right. I'm not afraid of that pretentious, gimmicky villain, who thinks they're cool because they dabble in Kung Fu."

She tried hard to brush it off with a laugh and cocky grin, the former sounding brittle and forced to her own ears, the latter stretched so thin it couldn't be anything less than a painfully awkward grimace.

"Then why aren't you going out in costume and using your cell instead? That also has a tracking device if you recall."

"I, uh don't want to be distracted. It could be on the move any time, and I can't be there to check every second."

"Exactly! No matter how easy it seems right now, you can't rely on a single tactic to solve your problems."

 _She's right, more than you want to admit it._

"I-I'm fine. Sure I took a beating there, and that thing gave me a close fight, and a big corporation has a personal interest in me, any chance at a public reputation is screwed thanks to that sellout Jameson, and a bunch of other things I don't want to think about, and I'm sitting around doing nothing! No better than a coward..."

Gwen was silent, unsure of what to say. Not wanting to see her friend's response, she stared at the floor.

"Gwen?"

No response.

"C'mon Spider-Girl, you can do it."

Nothing.

"Gwen?"

"Gwendolyn Maxine Stacy!"

She faced her again, reluctantly.

Seeing her eye-to-eye, Gwen had an unguarded look into MJ's own, the green to Gwen's dark blue, and saw nothing less than a deep concern for her.

She took a deep breath, and exhaled in a long sigh, trying to push some of the tension out with the motion.

"Th-thank you," MJ, she managed after a pause. "But, I think I'll be okay now."

"Yeah?"

"Yeah, promise," she replied, holding out her hand. "When this superhero gig starts getting tough, you'll be the first to hear it. You got me the impractically cool costume, it's the least I can do."

Her best friend smiled, taking Gwen's hand with her own and gently squeezed it, briefly caressing with manicured fingers as she let go, the softness of the gesture expressing a shared trust between them.

"Oh my," Mary Jane said, looking at the microwave timer. "Sorry to be so abrupt, but I have some work to get to. Got to go dazzle some suits in Brooklyn. I was only here to bring you the day's paper and collect my attire."

She dashed to her room, returning with a carrying bag hanging from one shoulder, with her outfit, perfume, and makeup kit.

"Don't worry, I'll be in mine next time you see me."

"Good, because if I don't see you in that costume by tomorrow, I've got another for you to wear."

MJ's smile became a smirk.

"Yes, I think the maid outfit will suit you nicely."

 _Wait, what?_

"MJ, you're not serious, right?"

"Seeya Gwen!" replied her roommate, waving as she locked the door behind her.

"Right!?"

 _Leave it to my roommate to make me blush twice before the morning's out._

Lacking anything else to occupy her time, Gwen returned to browsing the paper for ideas. She was about to throw it aside until...

 _Wait a minute... look at that photo._

On page three, there was a photograph in much better shape than the title shot. The photograph depicted Spider-Woman swinging from building to building on her webs, nothing new in of itself. The difference in this case was that it had an astonishingly close focus, with little to no blur.

 _Who took that one?_

The page was of little help in the matter, only credited as "Anonymous Photographer".

 _Great, we're being stalked._

She felt a sudden chill at the thought of her identity being so easily uncovered. Whoever had done it was trying not to be found out, the photo making it to the news stands was proof of that. She could only remain grateful that her face hadn't been documented, as far as she knew.

"Spider-Sense, why the *&^% did you not react? What am I paying you in food and shelter for?"

 _The police thinks you're a murderer. You've antagonized a major criminal syndicate and an entire corporation is after you. That mask is all that keeps you, MJ, and Peter under your protection._

"You know what... maybe I should go outside," she took a small piece of paper and a pencil.

 _Going out._

 _See if gather information._

 _Track Chameleon if changes._

 _If not back by sundown, call Jean to send help._

 _Thanks for everything,_

 _Gwen._

A few hours later, there came a knock on the door.

"Not home, huh," Harry shrugged and pulled his hood back on. "Guess I'm going alone."

* * *

Spider-Woman swung towards the Oscorp Tower, making sure to execute every swing as fast as possible, sometimes half-missing where she intended to aim.

 _Ha! Try to keep up with me now, Paparazzi!_

Beneath her, cars and people alike blurred into obscurity as she swung higher than usual above the city streets. She'd take any chance to keep some distance between her and any possible reporters or a civilian with a decent camera phone.

As high as she was, the tell-tale flicker of police cars stood out from her line of sight. So it sparked her interest to see an unbroken line of police traveling to the southeast towards one of the rougher neighborhoods in Queens.

The police cars eventually stopped and surrounded a small run-down house. Officers with weapons at the ready, waiting on alert. Spider-Woman quietly landed on its rooftop, just behind their notice.

"We have you surrounded!" Chief Carter held a megaphone. "Come out, with your hands in the air!"

There was silence for a pause, before it was shattered the same instant a Molotov cocktail was thrown out a second-story window, landing a foot from Carter's position. When the ball of heat and smoke cleared, a basketball-shaped hole in the pavement remained its only evidence.

"Release the hostage this instant!" To his credit, Carter did not flinch, continuing his declaration. "Or we'll have no choice but to use lethal force!"

"Hostage?" Gwen whispered.

 _If you go there, the police will shoot you on sight._

Gwen didn't have a response. Instead, she simply leapt far enough to pull herself into the window the Molotov was thrown out of, before any of the police had time to stop her.

Once inside, she heard rapid footsteps heading upstairs and a scream that was swiftly muffled.

Before she could ascend and look for herself, two men in familiar-looking terrorist masks rushed down with knives.

When they saw Spider-Woman in the hallway instead of the cops, they attempted heading back, before getting webbed to a wall the moment their backs were turned.

"P-please don't kill us!" shouted one as he frantically began hacking at his bonds with the knife.

"W-we surrender, honest!" chorused the other.

What?

"Why would I want to kill you numbskulls?" Spider-Woman slowly approached them.

"B-but, you're hardcore! You killed that guy on camera!"

"Don't trust everything you see in the papers," she walked past him, heading for the stairs.

"But I found it off the Internet..." he mumbled.

Reaching the top, there was another corridor ahead, as rundown as they came. Another masked man held a hostage in front of him, likely having heard the commotion downstairs. His hostage was dressed in a blue uniform with an Oscorp badge. His captor slowly backed off to the path down, keeping his distance from Spider-Woman.

"H-help me!" the Oscorp employee pleaded to her. He had a mix of tears and sweat pouring down his face.

"Back off! I-I'll do it! I'm n-not joking!" his captor held the knife to his throat. The bits of the captor's face that could be seen through the mask looked less sure of himself than that of his hostage.

 _Ok, now distract him with a pretty speech, then web him down. Just like you did with Mysterio._

"Take it easy," Gwen said. "I'm not a cop."

"Yeah, you're worse than a cop. You took out that big shot scientist. And word on the street is you've picked fights with the Don's people, too. At least with the guys in blue I know what they're about. You here to kill me before the cops do?"

"That's it, isn't it!?" the captor continued backing off. "You want to kill me!"

"Dude, I'm here to help you!"

"W-what..." the captor and the hostage said in unison.

"Of course I am! These cops are trying to kill or capture me, why the *&^% would I assist them?"

For a brief moment, the masked thug's eyes showed hesitance.

"N-no way. A masked freak got me into this mess! I don't trust you!"

"Which masked freak? I can help you with that."

"How do I know you won't pull something funny?"

Spider-Woman clenched her fist in frustration. "You don't. But the police are right outside, so you can either walk out and get arrested, or put down the knife while I'm still in a good mood. It's up to you."

"Okay, okay! Yellow. Wears weird fishnets. Has a funny voice."

 _Crap._

"Shocker."

"You... know him?" the thug's hold on his hostage became looser.

 _It's working. Keep going._

"He... wrecked some of my stuff. Thought the cops got him, but if he's still around, I'll be the first in line to return the favor."

The captor glanced at the knife for a split second, before relaxing the hold on his hostage, something that would have sent him running if the warehouse employee wasn't too terrified of Spider-Woman to react.

"Tell you what," Spider-Woman said. "Share what you know about Shocker with me and I'll help you out."

"O-okay," said the masked thug. "I was supposed to snatch this guy, so that we could get into Oscorp. Then we'd wait for the..."

 _Spider-Sense!_

Spider-Woman ducked from an incoming bullet, just in time to see it go straight through the thug's head. His body went limp, collapsing to the floor in a heap. The former hostage backed himself into a wall, shaking in fear, his eyes wide with desperation.

A small line of smoke came from behind the thug's body, trailing from a large Magnum revolver held by Chief Carter.

"Whaddya know..." Carter held his gun firmly in hand. "Didn't need the reward this time."

"He was giving out information! Why did you kill him?!" Gwen snarled, assuming a tense stance, ready to snap any moment.

"I came in at a convenient time, like you. The hostage is safe and you have been cornered," he let out a little smile. "Two birds with one stone, I'd say."

 _You... miserable excuse of... * &^%..._

Gwen clenched her fists hard enough to visibly protrude from the fabric of her costume. She wanted nothing so much as an opportunity to grab him off his feet and bash his skull into the wall until he stopped breathing.

 _Calm. Down. If you rush him now, you'll never get the chance. Escape this mess, then you can fight him another day._

"Weren't you out to get me? A little unnecessary, don't you think?"

"And risk a killer like you escaping?"

"Um... presumption of innocence is still a thing, you know."

"You assisted that criminal. I killed you to save the hostage. Occam's Razor, kid. No one will believe otherwise."

"There's a witness right here, genius."

"Quite," Carter addressed the Oscorp employee. "Do you have a family?"

"A h-husband back home..." he whispered.

"You want to see him again, do you?" Carter said, to which the frightened employee frantically nodded.

"Then you will disregard everything you hear today."

The employee nodded again.

"Some people depend on the system too much to challenge it," Carter spoke to Spider-Woman.

"You... I knew you were a lackey of the Don, but..." Gwen mumbled. "I... didn't want to believe someone like you..."

"What was that? Speak up a little."

 _He hesitates. If he wanted to kill you as he claimed, he'd fire a shot already. Keep him talking._

"I know all about you." Gwen spoke up. "About whose puppet you really are."

"You think you're the first to face him? You'll lose just like all the others," Carter kept his faint smile, despite the challenge.

"Is that what you always tell yourself at night when you..."

"Chief!" a shout was heard from downstairs.

"Stay back!" he slightly turned his head behind for a second.

 _Now!_

By the time Carter shifted his attention back to Spider-Woman, she already webbed the barrel of his revolver. It wasn't enough to knock the gun completely out of his hands, but Carter knew trying to fire at that point was a bad idea. He quickly reached for a sidearm - a small handgun, yet Spider-Woman was already gone by the time he aimed it.

"Sir?" a squad of police officers just reached the corridor.

"We're done here. Escort this hostage, then double the patrols at Oscorp Tower. Now move out. I need to make a few calls."

* * *

Given what passed off as normal for its customers, things were going just fine at the Shriek.

Mac's impressive biceps kept a semblance of internal order, which meant in practical terms that no one had been hospitalized yet. Behind a soon-to-be-broken table, Harry spent the day alone.

"I know she said I shouldn't be here," he whispered, knowing the loud music muffled his voice. "But if they are bad people, they have to be stopped."

His phone was on. A map on the screen with A menu, the text "Send S.O.S. of your location" displayed at the bottom. Harry put the phone in his pocket. At the table next to him, a few were talking very loudly.

"When're they coming back?" said a man, a proud owner of his blue Mohawk. He wore a full leather suit, an array of spikes encircling his neck and shoulders as if ashamed to learn his best hedgehog impression had been overkill.

"Knew we shouldn't have trusted the Shocker," said his female compatriot while stroking her green pigtails. Her attire was identical to his, save for the hair.

"The Shocker?" Harry mused.

"Don't be such a *&^% cynic, Francis," said the man. "He did promise a ton of money. Can't pass that up."

"You're too much of a trusting *&^%, Malcolm. Oh hey," she tossed him a phone. "It's your man-crush."

"Pfft, he's not..." he picked up the phone. "Yes? Yeah, we figured they got busted. You're gonna do what? Wow, man, that takes some."

"So, what did he say?" Francis asked.

"He's gonna get into Oscorp by himself, then he'll be back here with a plan."

It was then that they were interrupted by the nervous-looking kid across from their table.

"Huh? What do you want?" said Malcolm.

"I want in on whatever you're doing," Harry sat by them.

"Go home, kid," Francis drunk some beer. "What, you gonna tell us a password to Oscorp storage or something?"

They lightly chuckled at that.

"It's Am-Ber-Son."

Francis coughed up some of her drink in surprise, spilling it on the table.

"Good one, kid. Too bad we're not in the mood for comedy."

Their onlooker merely shrugged, feigning indifference.

"Don't believe me, that's fine. I've got connections, and from the sound of things, you've got time to try. Either I'm right, or I'm wrong. The choice is yours."

Harry's lips twitched in what could be interpreted as a smile.

"I mean, what do you have to lose?"

Malcolm frantically picked up the phone and dialed.

"Hey," he said on the phone. "Don't ask how, but we got something you can try. Yeah, I mean the password. It's Am-Ber-Son... huh? That really worked?"

"It-it did?" Francis asked.

"Yeah..." Malcolm kept talking on the phone. "A kid just told us. He wants in. You sure? Okay."

He hung up the phone again.

"How do you know this?" he asked flatly.

Harry did his best to keep looking him in the eye. Someone better trained would notice his unnaturally still hands and faint twitches of repressed anxiety, but for the inexperienced two, it was enough.

"My... dad used to work there," Harry said. "Until they took what was his."

"Ah, revenge," Malcolm said, hand outstretched. "You and I are gonna get along great."

"Sure..." he said, shaking his partner's grimy hand as he held on to the phone in his pocket. "We'll be... the best of friends."

* * *

Anyone looking above towards Oscorp Tower would scarce be able to distinguish the silhouette of Spider-Woman climbing the southern wall. She scaled the glass windows, battling against the wind presently forcing her down and periodically blowing off the hood of her costume.

She was grateful at least that her mask was securely fixed to her costume.

"Should have so... went with that... red and blue..." she grumbled.

 _You sure you still want to pursue Chameleon? The Shocker is up to something._

"Courtesy of Police Chief Carter, we have no leads. So let's focus on something we actually can do."

She checked her phone for the tracker signal. It displayed a dot on her level.

"Finally!" she put the phone away. "Okay, now to actually get in."

Gwen examined the window she'd stuck to. It didn't appear to be locked with anything Gwen could pick. The obvious option would be to punch the glass, which she did.

"Ah!" predictably, her hand ended up the closest to breaking while the glass remained defiantly intact.

"What the *&^% is this made of?"

While the glass was Gwen-proof, it wasn't soundproof. A trenchcoated guard, who happened to be walking by, naturally turned his head to the source of the knock.

"Hi..." Gwen sheepishly waved her hand to him.

He pointed his gun at her.

"Through this apparently indestructible glass? Pfft."

 _Spider-Sense!_

 _Wait, really?_

Without arguing with her ambiguous prescient powers, she slid down right below the stream of bullets that went through the glass.

 _Oh sure! Withstand a superpowered fist, but break from some tiny bullets, why don't you?!_

The guard gingerly walked towards the edge, aiming at Gwen below him. Before he could fire, Spider-Woman webbed his gun out of the window, along with the rest of him.

"Oh no you don't!" she quickly shot a web to his back.

"Aaaaaaaaaaargh!" he replied amicably.

Holding both in her hands, she slowly pulled him up, going through the window herself, dragging him up with her.

"W-why?" he whispered, before getting webbed to the floor.

"Because why not?"

"B-but you're a ruthless killer..."

Gwen webbed his mouth.

 _We need a PR manager._

With silence as her arsenal, she stuck to the ceiling and advanced through the clean corporate corridor in the direction her phone pointed.

 _We're in Oscorp now. Tread carefully._

Her Spider-Sense mildly acted, giving her a sense of inherent unease. From the ceiling she spotted two unmoving cameras just under the ceiling, one closer to the left, and another farther to the right.

 _So what now? Damaging them or even webbing them will likely trigger alarms._

"Hmm..." Gwen whispered. "They always wear trenchcoats..."

She stayed on the ceiling until a trenchcoat guard strolled through the corridor with a cup of coffee. She landed right behind him, producing an audible thump. Outpacing his reaction speed, she grabbed him by the collar and delivered a swift blow to the back of his head, instantly knocking him out. Then she dragged him away, as coffee steamed on the floor.

A few moments later, in a coat obviously not her size, and an equally oversized hat, Spider-Woman strode through the corridor.

"Should have taken the pants too," she whispered. "I look like I'm a kid sneaking into an R-rated film.

 _As opposed to pirating it, like everybody else._

Two minutes of brisk strides led her to a steel door, to which the phone's tracking device was urgently flickering.

Not that it would have been particularly difficult to find, tracker or no tracker.

It clashed jarringly with the rest of the tower's clinical white walls and thickly-carpeted floors. In lieu of the standard lock and key, there was a chrome panel fitted in its center, with a series of green buttons and silvery frame.

She had no idea how to open it.

Just for the hell of it, Gwen pulled the handle, at a loss for any other options.

Instead of resisting Gwen as she expected, the door opened just fine, unveiling a darkly lit room ahead.

"Spooky," she walked in.

* * *

The room resembled a warehouse in miniature, various objects and weapons scattered in shelves. Grenades of various shapes, futuristic rifles, sharp bat-shaped pieces of metal, large wings and metal broomsticks...

 _Why would Oscorp need all this stuff?_

"It has to be here somewhere..." she heard faint mumbling, then some rustling noises.

 _You might have to fight whoever that is. In your... disguise, you'll likely lose._

With that in mind, she left the trenchcoat and the hat on the door before slowly walking towards the source.

"Come on, I know you kept it here..." the mumbling became a deep voice of a man. "Aha, there it is."

Gwen slowly walked towards him, trying to carefully avoid all of the weapons laid out along the shelves.

That was until she bumped into one unseen, a white grenade bounced off and onto the floor. Expecting the worst, she dove behind a stack of crates.

In half a second, the room was bathed in an intense, blinding light.

 _Hurray, my cover's now literally and figuratively blown._

"Who's there?!" the man shouted.

Now cast in stark relief by the explosive, he and Spider-Woman had an unbroken view of each other. And she recognized the yellow fishnets. And so did he, by her white hood.

"You!" the Shocker growled. "Here, of all places..."

His costume looked to have been completely repaired, lacking any tear or stitch as proof of their confrontation. In addition, he carried a military grade backpack, bulging with equipment as he crammed an unloaded rifle inside and hurriedly sealed it shut.

"Whatever it is you're up to, give it up." Gwen said to the Shocker.

"Begone with you!" he fired a sound blast from both of his gauntlets.

She hid behind a shelf to dodge the blast, though it still rung through her ears. The sound traveled until it hit a shelf way behind Gwen; scattering its contents through the room.

"I don't have time for you!" the Shocker took two steps away from the shelf Gwen hid behind.

"That makes two of us! But now that you're here, mind explaining your evil plan so I could stop you?"

She took a white grenade from the shelf as she spoke.

"So you're the reason they failed," Shocker fired a blast at the shelf in front of Gwen, knocking it over just as Gwen rolled to the side, firing webs around his gauntlets and most of his torso with the momentum.

"Huh," she stood up. "That was easy."

The webs restraining the Shocker shook and vibrated, then broke apart into dozens of small pieces, setting him free. The first to break were the ones binding his gloves.

"And that's how you escaped last time, huh," said Gwen.

"Correct. Your restraints cannot hold my will for long. The resolve of my mission is unchanged."

 _Great. He also has some incomprehensible goal in mind._

"This is nice and all, but I'm going to get this over with, if you don't mind?" she said as she kicked the grenade to the floor. It burst into silvery light in an identical fashion to its predecessor.

"No!" the Shocker immediately clapped his hands together, creating a small soundwave around him, the sound of weapons falling from the shelves to his left and right.

When the light gave way to recognizable images, he found Spider-Woman standing exactly where she stood before, pulling him closer with a web to deliver a punch to the face.

"Argh..." he fell to the floor in front of her.

As Spider-Woman prepared another punch, the Shocker grabbed a rifle lying next to him, then fired it in her direction. She leant back to avoid what turned out to be a laser beam, spreading a continuous arc in luminescent green. He lowered the aim a little, forcing her to take several steps back.

The gun started to jitter and shake erratically as the beam continued to fire.

Gwen smelled a sharp, metallic scent in the air, unique to overheating electronics.

The gun quickly became too unstable to hold, forcing his hand to stop firing while getting up from the ground.

"Worthless child..." he coughed. "You're too late. I already have what I'm looking for."

"Huh, you know, a thought just occurred to me. With a little patience, you could fit one of these babies in..."

He fired a blast from his unoccupied hand. Gwen quickly ducked to the floor from it, assuming a prone position and firing a web at Shocker's leg, forcing him down again.

The shockwave collided with a shelf of grenades behind Gwen, upending the explosives in all directions, setting them all off in a cloud of fire.

She felt the ringing in her ears again, her protesting limbs lessening their commitment to keeping her upright, dragging heavier with each step.

 _You win this round, physics._

He held the gun with both hands, aiming at a pile that had yet to burst.

"Oscorp will pay..." the Shocker growled through his teeth.

"You'll blow the both of us to bits if you try. Is that what you really want?"

"Tempting," he got up as well. "But I know better than to die alongside such an unworthy opponent."

He shook his head in mock disapproval.

"No," he continued. "Though true that the end will come for us all, I'd prefer to enter that dreamless sleep on more favorable terms."

"Should have used some of that wisdom when you designed the costume, buddy."

"Leave the costume alone! I wasn't the one who..."

"Trespassers!" two trenchcoated guards opened the door. "Sound the alarms! Heavy damage to room 36 B."

"You won't take me, puppets!" the Shocker dropped a white grenade from a shelf. The grenade's light stunned everyone besides him. Gwen heard gunshots, the characteristic bass from Shocker's blasts, and a flurry of shouts and grunts, culminating in a series of pained groans.

She tried to fire another web in the Shocker's direction, only succeeding in activating yet another white grenade.

 _Oh come on!_

Spider-Woman closed her eyes tight, kicking the offending object before igniting.

When a moment of clarity finally returned after the second flash of light, Gwen found herself standing in front of the two unconscious guards.

The Shocker was nowhere in sight.

She rushed out of the corridor, hearing intact enough to follow a series of footsteps, followed by the thrum of a jet engine.

 _Jet engine?_

When she got back to the window she entered through, she saw Shocker on a metal broomstick, the engine in question spitting and sputtering everywhere. He was hanging on it in a rather undignified position, not unlike that of a cat holding to a tree branch.

"Oh my, this is too much..." she burst into giggles, falling on her knees.

"S-shut up!" the Shocker yelled at her from afar. "This contraption is impossible to steer!"

"Fly, oh great and terrible witch!" she laughed. "You got the fishnets to match!"

"You won't be laughing when the fools behind you get blown to dust!" he pressed something on the boomstick, then it sent him flying away.

 _Quick, follow him!_

"Wait, what was that about the fools?"

She dashed back, as much as her physical state allowed. When she arrived, she found a blinking red light on the floor. She pulled the source of it with a web, which turned out to be an orange grenade the size of one and a half tennis balls.

 _This is getting ridiculous!_

She ran to the corridor with the broken window, not caring for the pained and straining limbs anymore, and speeding up to the walls.

The blinking sped up, following a series of loud beeps.

 _Just drop it and run!_

With her remaining strength, Gwen threw the bomb out of the window. It exploded into a cloud of green flames in a screeching, ghostly wail.

"*&^%... we lost him," Gwen fell on her knees.

 _Evidently._

"Let's get out of here before more guards come," instead of graciously jumping out of the window as usual, she just sort of stumbled out, falling several stores down before sticking to a wall.

While in there, she checked her phone. It still displayed the Chameleon at the very same location.

 _You sure all the bombs didn't bust this thing?_

* * *

Later at the Shriek, Harry sat down with his new friends. Malcolm and Francis exchanged drinks. Harry looked to each glass with the utmost suspicion, remembering what happened last time he took an unsuspecting sip.

"Here, put this on," Francis gave a mask to Harry. It was the same quasi-terrorist mask the others used. Harry put it on after some struggle at keeping his hair to one side.

"You're one of us now, kiddo," said Francis. "Now we just wait until..."

"Curse that tactless harlot!" the Shocker stumbled through the door, carrying the backpack and one half of the metal broomstick. "May the fire of a thousand arch devils burn her asunder!"

"Until that."

"That's the Shocker?" Harry whispered to Francis.

"Yup. He pays. Even if he looks like a total loon. So don't mention that, it'll hurt his feelings. And our paychecks."

"But none of it matters," Shocker rambled on. "I have it."

He slammed the backpack on a table. It had a collection of rifles, grenades, and a large orange sphere.

"Now listen up," everyone including Malcolm, Francis, Harry, and Mac gathered around the Shocker. "Here is the plan."

He unveiled a large map of New York City, laying his finger on a spot near Oscorp Tower.

"A power plant is located here. Its designated job is to provide electricity exclusively to the Tower. That, of course, makes it absolutely vital to them. We come in, we plant this," he pointed at the huge orange ball. "This is an explosive capable of leveling the entire power plant. With this, we can demand any ransom we desire. Any questions?"

"Y-yes..." Harry awkwardly raised his hand. "C-can I be the one to set the bomb?"

"I didn't see you earlier," said Shocker. "You sound familiar... who are you?"

"That's the boy who gave us the password earlier," said Malcolm. "I say let him set it. If he *&^%s up, it won't be any of us who die."

"It will be all of us who die, imbecile," the Shocker said. "You all will be inside until the bomb is set. The staff and the guards need to be taken as hostages. You will use these weapons to do so."

"No. Wimp no bomb," Mac intruded. "Wimp no trust. Before, wimp bring girl. Girl wreck everywhere. Me set bomb."

"Sure, I shall give a high-powered explosive to a brain-damaged hulk. Not likely."

"Actually, he's the most qualified," said Malcolm. "He used to work in bomb disposal back in Russia."

"What do you know..." Shocker whistled. "Very well, the spot's yours. Everyone else, get your weapons."

"But you," Shocker pointed at Harry. "You come with me."

Harry nervously followed him to a secluded corner.

"Take off your mask," the Shocker looked into his eyes.

"I can't," he said quietly. "Can you?"

"I see," the Shocker said calmly. "I can't either. I understand. Do you want revenge on them?"

"Y-yes."

He nodded, satisfied. "Good enough for me. Go take your weapon," the Shocker walked out.

"Phew... he bought that..." Harry whispered, trying not to fall on his knees. "Soon, I'll stop them."

* * *

Gwen spent her time sticking to the side of Oscorp Tower, patiently waiting for the ringing in her ears to go away.

 _Why are we still here? We should be tracking Shocker._

"Exactly how? We don't have a tracker thing on him."

 _Ask Parker to make more._

"Oh hey, Peter, can you make me a device to track every supervillain in the world? Oh, no reason, I'm just creepy and obsessive. Wanna have dinner at six?

At that moment, her phone signaled that the Chameleon was on the move.

"At last!" Gwen crawled up as fast as she could until the dot ceased moving. The view in the window gave her an interesting picture - instead of a secret laboratory or an ominous evil lair, it presented a bright lit hall full of fancy decorations. Gwen could almost hear the classical music even through the windows.

Men in expensive suits and women in lavish dresses exchanged words and drinks.

"This party is perfect for Chameleon. Lousy upper-class hypocrites in disguise!" Gwen crawled down away from view, but kept her ear pressed against the glass.

In the midst of a sea of gawking and quacking about meaningless meaningful gossip and political favors, Gwen heard some things that had her attention.

"Why, Mr. Kingsley, do you plan on entering the Royal Runway?" Gwen heard an unfamiliar female voice.

"Naturally. Not me, of course. This is a competition for young talents, after all. But I do have a contender."

"My, can you tell us who is it going to be?"

"No one you would know, I'm afraid. I do not wish to overshadow him by association."

Gwen heard more laughing, then footsteps. Her phone indicated that the Chameleon moved closer.

"It appears that we made it just in time. The experiment has gone well. Of course, I do not pity the cleaning staff..." the words came from a soft, soothing voice.

"Trivial concerns," the other voice belonged to Emilia Osborn though it wasn't immediately apparent to Gwen. "The result is what matters. His dormant DNA awakened, just as we predicted."

"But are you sure that's proof of your hypothesis? His case is different, after all."

Suddenly, the hall went quiet, save for faint footsteps. Gwen raised her head a little to see the hall attendants gather around a podium.

"And now, presenting the head of the Silver-Oscorp Conglomerate, Allan Silvermane!"

A man in a snow white suit approached the podium in a confident stride. His face was lined many wrinkles, yet in his eyes was a fire that showed no desire for retirement. His light gray hair went down to the middle of his neck.

"I thank you all for gathering here today," he spoke from behind the podium, in a deep, melodious voice untouched by his advancing age. "No doubt the news has already reached you."

"The loss of the esteemed Mendell Stromm is a great tragedy. He was an invaluable colleague and a great friend to us all. But his unfortunate passing represents more than a tragic loss."

"The winds of change."

"Every era has distributed power differently. From chiefs to smiths, soldiers and warlords, merchants to nobles, their king, and finally to us. We, as the world's best and brightest, are chosen to rule it."

"But today, there are those who seek to challenge our authority. The so-called superhumans who believe their otherworldly powers put them above us. That it's their turn to take the reigns of society."

"I promise you, that will never happen. We will take a fight to them and we will win as we always have."

"Spider-Woman is no different from foes we have faced before. She will pay for the suffering she caused us tenfold. The era... will remain ours!"

Silvermane's speech was met with rousing applause. The attendants cheered for him until he stepped down and the party resumed as normal.

Gwen felt a chill, though not as severe as the one she felt before. In fact, the feeling she had was more of excitement and anticipation.

 _Challenge accepted, uh... old guy._

Gwen's phone rang.

"Gwen, what are you doing?" Jean DeWolf spoke with the tone of a stern mother. "Why is your roommate calling asking where you are? Something about needing to hire a maid?"

 _Oh * &^%, MJ!_

"I'm tracking down Chameleon, Jean. So far they haven't left the tower. They're talking about some creepy DNA experiments..."

"So you're at the tower? Good. Can you check out the power plant nearby? Carter just went there alone, this concerns me."

 _Today just keeps getting better and better doesn't it?_

* * *

Not too far from the tower in a large hangar, the staff of the power plant found themselves on the receiving end of laser rifles aimed by six masked thugs. Most complied quietly, shivering at the thought of not returning home to their loved ones that night. Others tried to fight, until a display of laser beams pacified them too. In the center of the hangar, Mac was busy setting up the bomb.

In an office right above, the Shocker held a rifle to the manager.

"W-what do you want?!" the manager shouted in terror.

"Oh, nothing much," the Shocker said. "Worry not, you'll resume your life of resource exploitation soon enough. Do be a dear and call Allan Silvermane right now."

"O-o-okay," the manager quickly dialed his cell.

"Oscorp Tower reception, how may I help you?" a woman announced with practiced enthusiasm.

"P-p-please, patch me through to Mr Silvermane!"

"Do you have an appointment, sir?"

"Tell them the truth," the Shocker said calmly.

"I'm a hostage! They demand to speak to Mr Silvermane! Please, just help me!" the manager screamed into the phone.

"W-what? Uh, just one second, I'll see what I can do!"

The sounds of lasers and bullets erupted from outside the office.

Through the office window the Shocker saw his men engaging in a firefight against the trenchcoated soldiers of the Don. The fight fast turning chaotic, as grenades were flying every which way as bullets and lasers erupted into the late afternoon.

"How are they here so fast?!" the Shocker stormed out of the office onto the catwalk leading downstairs.

"You can blame him," Francis and Malcolm met him on the way out. They held a knife to the throat of Harry Osborn, unmasked.

"This *&^% snitch called them," said Francis.

"Look at this," Malcolm handed Harry's phone to Shocker. "He called Carter, who then called them. What were we thinking? Of course he knew the *&^% password! He's an Osborn brat!"

"Harry..." the Shocker whispered. "I do not understand. You aren't with the Don. What's your reason for defying me?"

Harry looked the Shocker straight in the eyes. Though the young Osborn was shivering, he never blinked.

"You're criminals. Someone needs to stop you."

"That's it?" the Shocker grabbed him by the chin. "You left your cushy tower to infiltrate us for such little reason? A hollow declaration?"

Harry did not respond. His expression remained unchanged.

"Ah, there's something you're not telling me," the Shocker said quietly.

"Harry," he continued. "I always believed that you weren't like them. Yet here you are, risking your life for their hides."

"Not for them," Harry whispered.

Below, the laser rifles consistently missed their targets, letting six trenchcoated men surround their enemies guarding the bomb. Disgruntled, they dropped their rifles one by one and raised their hands. The plant staff gathered behind the Don men, shortly before Chief Carter escorted them out.

"Hmph. Emilia didn't say there was going to be a bomb," Carter joined the surrounding circle.

"Nice of you to join us, Carter," the Shocker said from above, aiming his glove at the bomb. "I do have to warn you, if your brain dead little goons shoot me, my blast will set off the explosive, sending you straight to the skies, present company included."

"You're aiming at your on men, you realize that?" Carter aimed back at him with his magnum.

"That is of no concern, unless you actually shoot me. And we both know you're a coward."

"Heh," Carter smiled. "Seems like we're at a classic standoff. What now?"

"Now is where you step back and fetch me Silvermane, like the obedient little dog you are."

"Not gonna happen. You are beneath him."

"You... of all people... dare?!" the Shocker threw a white grenade at the catwalk. The impact released its light, blinding everyone present. Instantly, Mac rushed a nearby enemy, knocking them out with a shoulder bash. The rest of them followed suit, making short work of the trenchcoats with quick punches and kicks.

* * *

Once Shocker regained his vision, he saw most of his men gone, the rest leaving through the door. Francis and Malcolm were gone too, with Harry nowhere to be seen. The Don's men were knocked out, with the exception of Carter, who was also gone. Even the manager disappeared.

"Traitorous little..." the Shocker hurried to the bomb. "Still operational. Good."

"So that's what she meant," Spider-Woman entered the hangar. "Can't see Carter anywhere, but the gimp reject will do."

"You..." the Shocker whispered. "No, it is fine. No one will interrupt us. Nothing will save you."

"This fight..." he fired a blast at her. "Will be mine!"

Spider-Woman jumped way above the blast, using a web line to propel herself to the ceiling. The impact of the Shocker's attack slightly dented the hangar door.

"You know what really baffles me," Spider-Woman swung to the other side to evade the next blast. "Is this... what exactly do you hope to get from this?"

"You know the answer. I already told you everything," he shot two consecutive blasts. One at Spider-Woman and the other to where she would roughly be after a swing.

"Through that bit I couldn't possibly hear?" she swung away from the first shot, then released the web mid-swing to fall under the second. "You might want to repeat."

"It doesn't matter. Anyone who stands between me and the Don shall die!" with both of his gloves he aimed to where Spider-Woman would land.

"You know," she web-zipped herself to a wall. "If you weren't so murder-happy, we could have worked together."

"Don't make me laugh. Who do you think you are? This vendetta is mine and mine alone," he fired at an erratic pattern, hoping for at least one of his blasts to catch her.

"See, this is why you don't have any friends," she jumped behind a metal box. The Shocker aimed both of the blasts at the box, making it vibrate and resonate enough to hurt Gwen behind it.

"Argh..." she put both of her hands to her head.

 _You can't evade forever. You have to attack._

 _As much as he wants you to think so, it's not just you and him._

 _Think. What did he bring with him?_

"Right," Gwen jumped over the box, in a manner very slow to her Spider-Sense focusing. It gave her all the time in the world to aim her web line at... the bomb!

She yanked the explosive right into her hands, then landed while holding it.

The Shocker aimed a blast again, but when he beheld the bomb in her hands, did not fire.

"Just as I thought," Gwen stepped closer to him. "If you hit me, the bomb goes off, killing us both. You don't really want that, do you? I think I get it now. You can't bear the thought of the Don outliving you."

"You think... you have power over me?!" he rushed to grab a rifle, exposing his back to Gwen. She quickly yanked him back with a web, then tossed the bomb at him like a volleyball. Instinctively, he caught it, but before he could drop the bomb, she webbed it to his gauntlets.

"No..." he stared at the bomb, his body shaking. "I can't... this can't..."

Gwen sent him down on the floor with a left hook.

"Done and... done. And the best part; you can't escape this time."

"I'll give you one thing," Chief Carter walked from behind another metal box. "You're one ruthless idiot. You remind me of an old friend."

He kept his revolver primed at her.

"This better not be a 'we're alike' speech. I'm just gonna say no immediately." Gwen faced him.

"We? No, of course not," he slowly approached her, while keeping his aim. "You're impulsive, reckless, you have no self-control or caution. Fools like you don't last in this business."

"And you're a *&^% of *&^% who uses *&^% to *&^% sideways."

"W-what?" clearly taken aback by such a sudden shift of tone, he was unable to respond quickly enough to prevent her webbing his gun, dashing forward, and delivering a massive straight punch to his stomach, launching him right into the metal box.

"I forgot to add that it sickens me to see a *&^% like you be the Chief of Police. We deserve better."

He did not get up, nor did he respond.

"Alright, now onto... oh, you have got to be *&^%ing me," she turned to where the Shocker used to be.

Nothing but spent rifles remained.

"Again? Really? Next time I'll staple him to the ground by his..."

* * *

Not too far away from the plant, Francis and Malcolm hurried to remove their remaining hostage's knots, an effort not at all helped by Harry's continuous squirming.

"Stop it!" Malcolm yelled at him.

"Let's just waste the kid!" Francis said.

"Hell no," Malcolm responded. "We're in this to get rich, and get rich we shall. This kid's life gotta be worth something."

"You're making a mistake..." Harry whispered.

"Shut up!" Francis backhanded him. "You're the reason we're in this *&^%!"

"Release him this instant," came a voice.

"Uh-oh..." Malcolm mumbled, seeing that they were targeted by five tommy guns, held by the Don's men.

"Hand him over right now," the same voice came from one of them.

"Fat chance!" Francis held a knife to Harry's throat. "You want this kid back; you pay us."

Harry shivered in silence, as one of the men presented a large briefcase.

"We of course, anticipated such an outcome," he said. "Your ransom is here."

"But... we didn't even say how much..." Malcolm said, hesitating.

"We expected you to ask much from us. Accept this and hand him over."

"Hold the horses, bro. We gotta check if you aren't playing us," Francis tossed Harry into Malcolm's hands. Then she took the briefcase, rushing to open it with Malcolm.

"Raaargh!" the briefcase opened to reveal an activated white grenade, blinding them both and giving Harry an opening to run towards the trenchcoated men. Before Francis or Malcolm could grab him, he was already safely behind the trenchcoats.

"Alright, you got me. Let's go home," Harry turned his back, ready to leave.

"Not yet, sir," one of the trenchcoats responded.

"You... *&^%ers! You tricked us!" Malcolm shouted.

Harry kept his back turned, he knew what would happen next. The brisk, typewriter-like sound of their guns.

One Tommy gun on its own would be enough to hurt ears, but five of them firing at a fast pace so close would make Harry's feel like they'd already been blown out.

The horror of what would inevitably happen next hit Harry only after he heard screaming, abruptly cut off just as quickly as it started.

"No..."

There was the sound of a dull crunch, the wet squishy pop Harry tried to desperately pretend was the sound of two tomatoes being smashed.

"Don't..."

Two muffled thuds, then silence.

Harry didn't say a word, His face pale, devoid of expression. He offered no resistance when one of the trenchcoated men took him by the hand. He walked with them, a marionette on its strings.

* * *

When they brought Harry into Oscorp Tower hall, he only had strength for one word.

"Why?"

"Leave us," Emilia Osborn said as she entered the hall.

"Mother, why?" Harry did not raise his voice. "Why did they have to die?"

"What did you think would happen?" from behind him, she placed both of her hands on his shoulders, cold against his skin.

"I... I didn't want them to die. I... I thought... I thought they'd be in jail."

"Jail? They were already ex-cons. Harry, you did the right thing."

"I did?"

"Yes. You infiltrated our enemies, lured them out in the open, stopping their plans. We managed to take out... almost everyone. A few pieces of obsolete hardware were lost, but that is hardly a setback."

"You mean... I killed them?"

Emilia caressed his shoulders.

"Yes. It was all you."

"I... killed them..."

"Listen, Harry. Had you spared them, they would have killed you without a second thought. In this world, everyone is only out for themselves. This is why family is absolute. Only in family can you trust."

"There are no friends, only pawns," she continued. "The rest are real or potential enemies. The sooner you understand this, the better you will be."

"But some have friends... not everyone has to be surrounded by enemies."

"Not everyone is an Osborn. You are my son and heir. Remember that."

"Yes... I am your son and heir..."

* * *

Gwen snuck into her apartment via her usual method. Though she hoped to forget about the day and just watch some bad movies, she only had time to change into her web pajamas before MJ entered her room.

"There's been news of you attempting to blow up a power plant. Do you want to talk?"

"Really?" Gwen groaned. "They're pinning that on me too? I'm not a bad person, you believe that, right?"

"I do. I just..."

"Gwen," MJ took a deep breath. "I just worry about you sometimes. You around all these criminals... it makes me think you're close to relapsing."

Gwen ran through her mind, trying to come up with some sort of an excuse. The powers of her brain failed her. Instead of a crafty explanation that disclosed the magnitude of what she was up against, the mind offered her a blank slate.

"Alright. Sit down. I'm going to tell you everything."

MJ nodded, taking Gwen's hand in her own.

"And I'll be here to listen, whenever you need it."

* * *

Alone through the deserted alleyways, Mac ran far from the power plant.

He escaped in a separate direction from his former compatriots, fearing the worst.

"Idiots," he thought of Francis and Malcolm.

He stopped to catch his breath, believing he long since outrun his pursuers. Yet he could hear very distinct footsteps. Then he felt a small sting.

"What... not them..." his head felt dizzy, he began to lose his balance. Before he hit the ground and lost consciousness, several men dressed in solid black uniforms surrounded his body.

 **The End.**


	6. Morbid Curiosity

**Disclaimer: We are not Marvel.**

 **#6:Morbid Curiosity**

"We are almost ready to proceed," a woman's voice whispered faintly.

With those words, the being was cognizant of sound, where there before had only been silence.

It focused on the sound, interpreted it, finding an idea conveyed beyond its own novelty.

The being opened eyes it couldn't recall having before. Through them, it gave shape and definition to the stream of colors, and beheld a woman it couldn't remember, save for her voice. It clung to the sound, a fragment of memory.

"Are you sure this will do it?" another voice, male, not too old, possessing what it remembered to be a slight Romanian accent. "Given the circumstances, I'm not sure we're using enough..."

"Absolutely. It was more than adequate to perform this."

The sensation of a very cold touch entered the being's mind.

"No need to worry. You're about to witness history like no one else."

"It's almost too good to be true. Thank you, at the bottom of my heart, for fulfilling my dream."

The being saw no more, heard no more.

Both voices were silenced.

Soon its own awareness would fade entirely. One soul slumbering, so another might awaken.

* * *

A lecture was being held in Gwen's room, one where both the lecturer and the lecturee sat in pajamas next to a make-shift chalkboard, with, among other things, a dollar sign, a heart, a shuriken, and a frighteningly accurate portrait of Al Capone.

Gwen was thorough in her presentation, which seemed to go on for hours on end, covering the last week or so of her questionable heroics to fine detail. Even if MJ felt some details, such as the exaggerated praise of Peter's stunning looks, could have been toned down a little.

"And this is our situation now. Any questions?" Gwen asked, just short of stars in her eyes.

MJ raised a hand, playing along with the school theme.

"Yes, my delightful and charming roommate?"

"Why thank... I mean... it seems like all the bad guys are all trying to kill you and each other," Mary Jane stared at the map, humoring Gwen with its apparent usefulness. "And you're keeping a tap on one to potentially expose and jail all of them."

"Correct," Gwen nodded four times in rapid succession. "At this point I'd be surprised if there isn't a criminal organization in New York that doesn't have a personal interest in me."

Gwen's pride gave away to shivering unease.

"Now when you put it that way, it sounds *&^%ing creepy."

"But you stopped a bomb plot. That's something, is it not?"

"Yeah..." Gwen sighed.

"Hey, you did a good job. So get some rest now, ok?"

As MJ left the room, Gwen crashed on her bed, using a web shot to turn off the lights out of habit. Usually a position head-first half-in-bed half-on-floor wouldn't disturb Gwen's sleep, but tonight was an exception.

 _What's on your mind?_

"You should know. It doesn't feel right. Playing babysitter to criminal infighting."

 _It's part of the job._

"Sigh... I guess. But... I'm attracting so much attention, and for what? Breaking up cockfights isn't what I signed up for."

 _What do you want to do then?_

"Save people, you know. Catch them from accidents, rescue them from burning buildings, that kind of thing. As much as I like punching bad guys, if that's all other bad guys do too... doesn't that make me just another player in this crazy game?"

 _You're still saving people. What makes you think otherwise?_

Gwen crawled into the bed, this time facing the ceiling. The faint moonlight shining through her window gave the entire room a slight blue tint. Gwen closed her eyes.

"A ton of enemies and a personal stalker," she whispered. "This feels like I'm not just sorting out my own problems anymore."

 _Just get some sleep..._

"Yeah..."

Gwen's thoughts slowly faded away, , eyes closed or some sleep, before getting yanked back by the glare of her phone's flashing.

"Chameleon!" Gwen sprung out of the bed. "They're on the move!"

* * *

Gwen wasn't the only one neglecting sleep over the stresses of living in an empowered New York. In the late hours of the Daily Bugle, J Jonah Jameson occupied his editor's desk. He furiously typed on his computer, feeding document upon document to the printer, burning off three cartridges of ink in the process.

"You better not be out of ink again..." someone knocked on the door. "Come in!"

"Evening, sir," Peter Parker sheepishly came in. He wore a brown coat over his usual attire, with a hat to match. In one hand he held a large camera, in another - a rolled-up paper with some charts. He quickly tossed the latter into a nearby trash can.

"Finally, Parker. Jeez, you're so slow. In my day I would have showed up here thirty minutes before the boss even thought of calling me! Did I tell you the story of how I single-handedly..."

"Yes, a thousand times... Why did you call me so late, sir?" Peter yawned. "Good thing video game music doesn't wake up my aunt..."

"When you took this job, Parker, you agreed to any hours. So quit your generational whining."

Peter yawned again, using the power of under sleeping to filter out Jameson's speech.

"What do you want me to do, sir?"

"I need pictures! Pictures of Spider-Woman!" Jameson slammed a fist on his desk.

"Again? But that's all you have me do. Don't you want to cover literally anything else happening in the city?"

"Until that menace is behind bars, that's all we shall cover, got it?"

"But she's not a..."

"Now get out and scram! If I wanted to hear a wrong opinion, I'd ask a Robert Kelly voter!"

"Fine, fine..." Peter whispered as he left.

"Dumb kid..." Jameson mumbled. "I bet he has no idea how much it takes to look after loved ones."

In the building's elevator Peter checked the tracking app on his smartphone. The tracker that he planted still displayed a dot on the map.

"Whenever I try to tail him, I see Spider-Woman nearby. How strange... you'd think she caught him by now. It doesn't seem that hard."

"It's as if she's got the same tracker I gave to Gwen," he scratched his head in thought. "Hmm... she might be working with the police. Come to think of it... Spider-Woman found my aunt after I told Gwen about her. Could it be... Gwen and Spider-Woman are working together? So that's what my help with the investigation was about."

"Gwen, you're one secretive girlfriend," Peter smiled. "Hey, wait a minute... this thing's at my old college teacher's address..."

* * *

Having now become accustomed to web-swinging one-handed, Gwen was free to check Chameleon's location with the phone in her other hand. The dot moved at alarming speeds, almost outmatching Gwen's own, until it suddenly stopped at a four-story apartment.

"Huh? Why would Chameleon stop here?" Gwen landed on a wall near the complex.

The complex stood out from the surrounding buildings with its conspicuous decoration. Statues of gargoyles on the balconies, banners depicting a red dragon on the roof, with tall, narrow windows. The top window was broken.

"Well, that makes things easy," she swung through, narrowly missing splinters of glass.

The moonlight dimly lit the inside of the apartment. From what Gwen could tell, the interior of the spacious room she found herself in matched its exterior in ostentation: Towering bookshelves filled to their limits, lamps made to resemble large candles, furniture and walls both displaying the images of dragons, weather expressed through engravings or beaded crochet.

"Nice. Is this where the Chameleon lives?" she crept forward, the red carpet muffling her steps; a set of double wooden doors leading her forward.

Before opening them, she listened in for potential noise.

Gwen heard quiet footsteps and muffled sounds of paper, someone mumbling. Her Spider-Sense gave her a feeling of slight unease.

 _Chameleon?_

She checked her phone. Much to her surprise, the dot was pointing nowhere near the doors.

 _So that's not them..._

She opened the door slightly to get a tiny peek. The room appeared similar to the previous one, save for a bookshelf having its contents scattered on the floor with a mirror close by.

 _So they were here, searching for something._

Gwen moved in, to the scattered books. They had covers with texts like "The history of Romania", "The complete biography of Vlad III", and "Origins of the vampire legend."

"Why would the Chameleon read this?" Gwen picked up one of the books. "Unless they plan to add 'vampire' to the weird shapeshifter ninja thing."

 _I don't think this is Chameleon's house._

"You're right. But then, what were they doing here?" Gwen put the book down, then proceeded to the mirror. By its handle, Gwen slid it away, revealing an open wardrobe. Most of the clothes in it didn't stand out to her appraisal, with the exception of a clean white labcoat with a badge, the text on it saying "Dr Michael Morbius."

 _A vampire enthusiast, huh._

Gwen closed the wardrobe with the mirror at one end. It showed the empty room space behind her, and a stained glass window with a castle depicted on it. Gwen noticed that the book she put down earlier had a small note sticking out of it.

 _Spider-Sense!_

The need to immediately duck overruled her curiosity to read it. Though she felt an audible sharp sound of claws scratching the mirror, it itself did not show anything.

 _Stealth cloak, likely._

Assuming the attacker was still behind her, she backhanded in their direction. The attack did not connect to anything, but it allowed Gwen to face her new opponent landing further behind ; a very decisively not invisible creature. It stared at Gwen with its unblinking, shining red eyes.

Even in its hunchbacked pose, it appeared to match Gwen's height.

"You..." it hissed in a raspy, deep voice.

It stepped forward a little, allowing Gwen to see it better. Its skin was snow-white, possessing clawed hands with its right longer than the left. The creature had long blue hair, huge protruding fangs, and long slanted ears. It wore a red fur coat over a black shirt, pants, and boots.

 _A... vampire?_

 _A real * &^%ing vampire?_

Its fangs retracted into its mouth. It stood upright, as its red eyes became blue. The right hand claws also retracted into the fingers.

 _First ninjas, now vampires. What's next, purple unicorns?_

"What business have you skulking about in my residence?" the creature asked, in a less raspy voice than before. Gwen could tell it had a thick Romanian accent.

"Your residence? You're Michael Morbius?" Gwen felt an inexplicably heavy presence from the vampire. Even standing up proved to be more taxing than usual.

"No, I am not. Truly, do the common folk not recognize me? Have the times changed so greatly that my presence has been forgotten?"

"So you're, what, a random creepy vampire roommate?"

"Ignorant cattle..." the vampire's eyes became tinged with red, pupils dilating as it seemingly tried to restrain itself. The blue remained, now ringed with scarlet. "What kingdom do you fight for?"

"Um... the kingdom of America, I guess?" She shrugged.

It waved a hand dismissively. "Many new kingdoms have appeared in my absence, it seems. My return shall bend them all to my will in due time."

"Look, just tell me who the *&^% are you so I could return you to the movie set you came from, ok?"

"Know you not the man standing before you? The great protector of Wallachia, the bane and dread of Turks, the mighty voivode Vlad Dracula!"

Spider-Woman stood completely silent.

 _Dracula. Actual * &^%ing Dracula. This is so too early for my career._

Its... his, nose twitched, catching a scent. "Your blood... it is not human."

She stood defiant, keeping her body still and rigid, attempting to hide mixed sensations of shock and dread.

He slowly crept towards her, his eyes resuming their scarlet hue. "You may walk amongst mortals in their skin, but you cannot deceive a follower of Christos. Your blood is not of the Lord's design. You... you carry within thee the taint of perversion!"

She was met with the vampire's piercing gaze. Suddenly, she found herself trembling, fingers twitching and numb, the fear and shock she had fading into purely physical exhaustion.

She struggled to stand upright under a cold, smothering presence.

 _What is going on..._

"You are the one," Dracula said. "You're the abomination she spoke of!"

"Who is this she?" Gwen leant on the mirror, in order not to fall.

"It matters not. Now that I see you in the flesh, you deserve to die all the same."

"Didn't realise... you were on her leash. Does she call you a pet, oh powerful one?"

"Silence!" his fangs protruded in a snarl. "You repulsive being!"

"Look who's... talking about..."

The vampire's face twisted in disgust.

"Your blood... its scent is so unholy... so unclean! What kind of impure... atrocity are you?!"

"Hey! I shower!"

The vampire extended its claws.

"Begone!" he lunged at her so fast, it looked more like he'd teleported the intervening distance. Gwen ducked the double horizontal swipe he went for, if falling on her butt technically counted as ducking.

The monster leant over her, its hungry mouth open wide. It was met with a dual stream of webbing wrapping around Dracula's fangs. The vampire moved away, trying to peel away at the webbing.

 _Get up. Get up now!_

Gwen sprung to her feet. It felt like some of the strength she'd lost returned to her as a stream of warmth coursed through her veins. While Dracula was busy tearing away the webbing, Gwen attempted to sneak in a left hook to the vampire, who leapt away faster than she could land a hit.

 _How is he so fast... I should focus..._

 _No! He drains your stamina somehow. It's too dangerous to exert yourself._

Dracula tore away most of the webbing. His eyes once again met Gwen's.

 _Not again..._

Her knees suddenly felt much heavier, her eyes blinking too often to react to the vampire's leap. She stepped away, but not fast enough. She felt a push from the vampire's swipe and a stinging pain.

"Argh!" her back slammed into the wall, adding some blunt pain to the already present stings.

Looking down, she saw three long horizontal scratches on her stomach.

 _* &^%... he's too *&^%ing fast..._

Though her vision was still blurred from fatigue at that moment, she noticed the vampire licking its claws.

"Kof... kof... the taste... is even worse..." the vampire gagged in hunchback. "I can't... feed off this..."

Gwen stepped to the side, away from the still disgusted vampire. With her back still pressing her against the wall, she felt a shoulder bump into the shape of a light switch.

Every lamp in the room switched on in an instant, shining with light. Dracula used his forearm to shield his eyes from the luminescence, screaming in pain.

"My power... why..." he groaned, stepping back again and again. He jumped backwards to the ceiling, stuck to it with his claws, then leapt outside in a shattering of glass.

The vampire was gone before Gwen knew it, leaving her blinking dazedly in the now lit apartment.

 _Wall crawling is copyrighted, you prick..._

"You know... a nap wouldn't sound that bad right about now..."

 _Keep it together. The Chameleon is still nearby._

"But I wanna dream of magic sheep... yawn..."

 _Get up and get out of here!_

"Fine..." she got up, and swung away with all the grace of a drunken hippo.

From a nearby rooftop, the Chameleon witnessed the event with indifference.

"This has the potential to be one very disappointing outcome," the ninja jumped off the rooftop, fluidly landing in an alley.

* * *

But Morbius's apartment wasn't exactly empty. A grappling hook flew into the window, solidifying its hold on the wall.

Peter climbed into the apartment from the rope. He gained access crawling over and through the window, landing face first onto the floor for his efforts.

"Who knew climbing through windows would be this physically hard?" he tried to get up, but his knees vetoed that decision. "Spider-Woman... has it really easy..."

With the steadily diminishing strength of his shoulders, he rolled to his back, pressing uncomfortably against his backpack..

"Huh? The lights are on," Peter knocked on the door. " Doctor Morbius! Are you there, sir?"

Peter attempted getting up a second time, with his elbows as the primary force. That allowed him to get up fine, even if only to a sitting position.

"Sir?" his call was met with silence. "Guess no one's home after all."

"But why were both Spider-Woman and the killer here? Doctor Morbius still works at Oscorp... could he be the killer's next target? But Spider-Woman used my tracker to stop him. So why was the struggle here?"

Peter checked his phone. The dot was headed to Oscorp Tower.

He gave a sigh of frustration.

"Please don't stay there too long again... it's hard to hide near that place."

Peter's third attempt at getting up landed him a success. The kind that his shaking knees threatened to fail at any given moment. He headed for the door with every intention of checking out the empty apartment, until he saw the fallen books and notes.

"I wonder what's in here..." Driven by a reporter's curiosity and an excuse to rest his legs, he sat down to read.

* * *

 _It seems very old-fashioned to write my thoughts like this in the digital age. But the sensation of pen to paper has always just felt right to me._

 _Though circumstances made me pursue genetics as my career of choice, history has always been a particular passion of mine with its untamed sense of mystery. I say this because when it comes to it, all we have are collections of records, depicting a plethora of biased perspectives._

 _We all know that history is written by the winners. But that simplifies things. It is more accurate to say that history is passed on by winners. There is a distinction. To accuse the winner of writing with a bias is to absolve yourself of a bias of your own._

 _Bias is an inherent unavoidable occurrence in a human mind, no matter how much one tries to suppress it. Records passed down by our predecessors are simply impossible to ever be truly factual._

 _Scholars, philosophers, historians, and the common man's notes; fragments of opinions, shouting and arguing across the centuries. A reflection of a thought, captured in an instant while time marches on, apathetic of its passing._

 _The only sure way to record history is to witness it yourself._

* * *

"Doctor Morbius wrote this.., no doubt about it. The handwriting matches, if I remember correctly."

He gathered up all the notes he could find and carefully put them away in his pack.

"I gotta show this to Gwen. If she and Spider-Woman are working together and that killer is involved somehow, I'll need to help."

Then he was struck by a disturbing revelation.

"Now I have to climb. All the way. Back down."

* * *

Gwen herself wasn't in much better spirits, spending time sitting on her bed with a sour expression. Her costume casually thrown across the bed, leaving nothing to cover the bruises and cuts she'd got in her fight with the vampire.

"Actual vampire, you say?" MJ sat next to her, shuffling through a bag of medical supplies. "Your life gets weirder by the day."

"Tell me about it..." Gwen sighed. "This is the first time an enemy actually cut me."

MJ silently took some bandages.

"Please don't tell me this is the part where you suggest I quit or something," Gwen said.

"I'm not stupid," MJ applied the bandages to the cuts. "I knew something like this would happen eventually. And... this is better."

"Than what?"

"Than hearing news of you getting entangled with criminal organizations. Call me crazy, but fighting a vampire feels more... straightforward. Right and wrong are more easily defined, you know."

"That's the first time I've heard someone saying guys with guns are more dangerous than count Dracula."

"Is he Dracula, though?" MJ put some ice on a bruise.

"He's a vampire who says so... hardly seems like it matters at this point. Also ow, cold."

"Think outside the box. Vampires exist. However, that is not public knowledge. So any random vampire can just claim he's Dracula to scare people."

"You're awfully quick to accept the whole 'vampires are real' thing, you know..."

"In the world of Asgardian gods, huge radioactive mutants, and you?"

"Touché. Nevertheless, I'm gonna track this weirdo down."

"Not tonight you won't. You need sleep."

"Huh? But he's out there!"

"It's five in the morning. The sun will rise soon. This vampire will likely hide until the next night. You'll just waste your strength."

"You're right..." Gwen laid down on the bed as MJ continued treating her.

* * *

For the rest of New York, the sun had not risen yet. Nightlife went on as always, its participants blissfully unaware of a vampire crawling on walls above the streets.

Dracula turned his attention to every part of the city - the cars, the buildings, the lights, it all never ceased to draw wonder and amazement on his face.

"The world has changed so much," he crawled onto a rooftop. "Nothing looks familiar at all."

"This statue..." the Statue of Liberty was clearly visible from there. "Are you their queen? Perhaps their heathen god? Has the true God been forgotten? Or is He simply unknown here?"

"Or maybe these people think of themselves as gods? They have mortals who can rival even my power. Of course they would be arrogant enough."

"Just look at what..." the vampire looked at the cars. "I've seen these contraptions before. Where? I couldn't possibly..."

He stood on the rooftop firmly with his head held high.

"I am the Wallachian voivode, Vlad Dracula, also known as 'Tepes', the impaler. I defended my land against the scourge of Ottoman Turks," he spoke louder. "My quest is to return to my homeland of Wallachia. To this end, I must slay the unholy spider. Trivialities can wait."

"However," the vampire sniffed. "Food is no triviality."

Dracula descended, gliding down a wall, right into an alley, in time to see three men in terrorist masks.

"They're *&^%ing crazy!" one of them shouted. "It's like a *&^%ing slaughterhouse in there!"

"Cattle!" the vampire landed in front of them. "Fulfill your duty and submit to your better!"

He gazed into the eyes of each, focusing on their terrified expressions. Struggle though they might, in moments they had all lost their senses, unconscious.

"One will be enough," the vampire leant down.

"You can't run!" a trenchcoated guard followed into the alley. Seeing the two of his enemies still unconscious and the third...

"Jesus... that's nasty."

Revitalized, the vampire jumped from rooftop to rooftop. He moved even faster than before, appearing like a passing bullet to the human eye.

"Ah, it has been too long!" he leapt to a building across the street, landing perfectly, despite the large gap.

"I feel even more alive!"

He extended his claws, swiping at the air as fast as he could. The motion was finished less than a second later, producing a thin keen of sound.

"The abomination will surely fall to me now. Its disgusting blood will be spilled to a pool at my feet, with only her blasphemous remains as evidence!"

The black night sky was turning into a lighter shade of blue, the dawn was fast approaching.

"But the light... I must hide."

He jumped into the first window he could find. It led him to a somewhat fine apartment, though the cobwebs showed that it had recently been forsaken. Finding a bedroom with no windows, The vampire closed the door behind him.

"This... will do," he closed his eyes to dream again.

* * *

Peter met the morning in bed, having slept in the clothing he wore on the streets. He opened his eyes to a massive headache, aching legs, and a general feeling of soreness.

"Good thing I came through the window... aunt May would seriously disapprove of this," he groaned.

"Peter?" came aunt May's voice from behind the door. "What do you want for breakfast?"

"Pizza?" he asked back.

"Delivery? Again? But that food is horribly poisonous and the delivery takes so long... why can't I cook something for you?"

"It's ok. It's actually a lot more healthy than hot dogs. Besides, you need to get as much rest as possible."

"And," he whispered to himself. "It gives me ample time to read on these notes."

* * *

 _I have done it. With the help of Carolyn and Emilia the means for my experiment became real. Without those two, it would never have become achievable. On some level, honestly, their sheer dedication and talent scare me._

 _But what is done is done. The Istorie has been created. The means to see the world through the eyes of one's ancestors. The means to see history._

 _All it needed was a volunteer. I suggested announcing the experiment publicly, but Emilia strongly advised against it for reasons she refused to clarify. Doctor Stromm stepped in too, refusing to authorize the experiment altogether. He said the methods were too dangerous to the subject's inner psyche._

 _That... wounded me. Technically I didn't need his authorization. Emilia had the necessary clearance. But... Doctor Stromm was my inspiration, the reason why I applied to work at Oscorp in the first place. To have my mentor and my hero disapprove of my greatest creation..._

 _I lost my drive to work. I knew that I could not continue unless Doctor Stromm changed his mind._

* * *

"Was that why someone in Oscorp killed him?" Peter mumbled to himself. "Because Morbius would not go through with this without him? But to have a hired shapeshifter kill one of the world's leading scientific minds over something like this... I have my doubts."

"Nevertheless, I do have to show this to Gwen," Peter collected the notes in a bag. "Maybe she'll know what to do with this."

A few hours later, he knocked on Gwen's doorstep. No one answered until the third, when MJ opened the door.

"Oh hi. Can I talk to Gwen?" Peter said. "It's important and her phone's not responding."

"Gwen's asleep right now, sorry. She needs her rest," MJ said with a friendly smile.

"At this hour? Wow. Does she work the graveyard shift or something?"

"You... could... say that," MJ looked away.

"Huh. So when should I come back?"

"Later. As if, really later. I'll try to keep her in the house by then."

"That... is a hard thing to do?"

"Yes. Yes it is. By the way..." MJ noticed more than a few patches of dirt and tears on Peter's trenchcoat. "You look worse than someone out of the Great Fashion Disaster of the Thirties. No offense."

"What's so disastrous about it?"

"Shoulder pads. So, want me to fix this thing?"

"No, no. It's work attire."

One awkward pause later...

"So... I'll be leaving now," Peter walked away.

"Yeah," MJ closed the door, then returned to Gwen's room to find her bed empty, save for the "Please don't be mad at me" note signed by Gwen.

"Jeez. You're like a child sometimes, you know."

* * *

Gwen herself spent some time on a busy nondescript New York street, but not as Spider-Woman. Donning her favorite civilian attire with her hood on, she walked the streets like everybody else. With hands firmly in her pockets the only visible portions of skin were her face. And even then, her hood and a scarf hid her tense expression, though they could not hide how in shivers the rest of her body was.

 _This is crazy. You're risking your identity._

"I know..." she whispered. "But the costume is like a sitting duck out here this close to the street, so you'll have to shush."

Periodically, she slid the phone out. The dot showed Chameleon somewhere in the crowd of people walking in front of her. She kept up with them with her focus activated, using the slowed time to look closely at any person in view.

A middle aged man carried some construction tools in his bag. A young woman read manga on the fly. Another man, much older, scolded his crying son. Finally, a grandmother speaking on a green phone...

Gwen followed her through the street. For an old woman, she was fast enough to make it hard to keep up. But eventually the old lady turned to an alley.

 _What a mistake._

She didn't know what hit her, until she got webbed face first into a wall.

"Help!" she screamed. "I'm being mugged!"

 _What?! No!_

"Help!" she screamed again. "Somebody help! I'm going to die!"

No one answered the call.

"I have a pack of kittens! Who's gonna feed them if I'm dead?" still the silence continued. "Really? Not even for the kittens? What an utterly heartless town."

Gwen stood behind her, her civilian attire still on, save for the Spider-Woman mask. She webbed the old lady's head closer to the wall.

"Very well, I concede," the old woman said. "What exactly do you expect from me now, Spider-Woman? I cannot transform back with my hands separated."

"Why are you following a vampire?" Spider-Woman said with complete seriousness. "And what the *&^% is a vampire doing in the home of another Oscorp scientist?"

"When you put it that way, it does sound rather ludicrous..." she responded. "Can you please let me transform back? Can you comprehend how shameful it is to be interrogated like this? I am wearing a red dotted gown, for Beast's sake."

"I can see that. My friend would have called you the worst thing to happen to fashion since the nineteen thirties."

"What was so disastrous about that specific decade?"

"Shoulder pads."

"Fine, let it be so..." the old woman spoke. "I shall tell you. Yes, we have created a vampire. I, for the record, was not in any way an accomplice to this."

"So why are you following him?"

"Why do you think? My boss gave explicit commands to follow him and see if he would encounter you."

"Then what?"

"Report the outcome."

"To whom?"

"I believe you have had your fill, now it is my turn to ask questions. How did you locate me? You would not web grandmothers to walls for the sport of it."

"For a supposed master of disguise you're so painfully obvious," she smiled. "You wanna know how? Your phone is an Oscorp tracker."

"What? But you have never seen it. How do you know that?"

 _What? Oh... oh * &^%! No, no, no!_

In the swing of a web, Spider-Woman was nowhere to be seen.

"Hello?" the Chameleon said. "Would someone help me out of these?"

Gwen landed on a rooftop a couple blocks away from the alley. As soon as she did so, she punched a nearby TV antenna clean off.

 _The Chameleon only saw you having the tracker as Gwen. They will put two and two together._

"I know!"

 _And then their boss will._

"I know!"

 _What then will happen to MJ and Peter?_

"Shut up!"

With one punch, she made a huge crack in the roof.

"It... it could be alright," she whispered. "As if they'd remember a couple of 'dumb teenagers' tinkering with a phone."

 _Denial. How comforting._

"Whatever. Let's just get home. If Chameleon stops by what's-his-name's house again, that means count *&^%ula's there too."

* * *

Daily Bugle had a different atmosphere to it when it was, in fact, daily. Instead of Jameson obsessively typing by his lonesome, many employees rushed through the offices with stacks of paper and coffee, the latter occasionally engaging in abrasive contact with the former.

"No, sir, speculation does not substitute for factual information," Betty talked on the phone. "Unless you have clear information on the Phonebook Carnage, I am regretfully forced to end this call."

"Hey, Betty," Peter approached her. "What are the chances of a typewriter getting thrown at me if I go see Jonah now?"

"Eighty percent, why?"

"Oh, that's... bad," he approached the chief editor's door. "Wish me luck."

Then he opened the door.

"So, got any pictures of Spider-Woman?" Jameson said from behind his desk, without looking at Peter.

"No, but I got something better," Peter approached the desk. "It's..."

"No, you don't. Get out until you get the pictures," Jameson didn't raise his head, nor his tone.

"I can get you proof of a real vampire!" Peter said as fast as he could, before Jameson could interrupt him.

"What?" Jameson raised his head at last, half confused and half in disgust.

"An actual, real vampire. I can prove one of them exists."

"Ha!" Jonah smiled. "You won't be the first kid to say that!"

"I... what? Really? Wow. But... I can! I really can prove it! Just think, you will be the first to discover the dreaded night stalker. The sales will be through the roof!"

"Sales?" Jonah cast an unblinking stare at Peter. "You think this is about money?"

"You... are the head of a newspaper. I thought..."

"Kid, let me tell it to you straight. Why do you think she wears a mask?" Jameson's tone grew quiet.

"Because... b-because she has someone to protect. If her enemies find out who she is, her family and friends..."

"Wrong!" Jameson stood up, his height towering over Peter. "What makes her any different from people around Tony Stark? Or Clint Burton?!"

"T-they have S.H.I.E.L.D. to protect their families... N-not everyone can have that..."

"So police officers do too? The brave men and women in blue defending this crazy country all have S.H.I.E.L.D. clearance?! They have everything to protect and nothing to hide!"

"T-they aren't facing hypnotists, shapeshifters, vampires..."

"That's right, they're facing the real villains. Drug dealers, murderers, gang members. People who hunt and hurt us every day in the shadows. And they fight people like her, who hide because that makes it easier to ruin lives like the one of my son!"

"Sir... with all due respect..." Peter whispered, before facing the stare without blinking as well.

"What's that? Speak up. There's no way this debate is over yet."

"If you reported the news with all the facts... you would have known that... a certain May Reilly Parker was among Miranda Wilson's victims. I... was there, just like you. And yet... a-and yet.."

"And yet what? Come on. I'm listening."

"And yet I didn't use her as an excuse!"

"What?!"

"I've read your paper before that ever happened! You've hated Spider-Woman long before any of this! The pain of your son was just an easy excuse!"

"How... dare... you..." Jameson spoke in a voice that drowned out any reply. "You wanna get fired and blacklisted from every job in the United States? Because I can arrange that."

"And will that cure your son? Because if you truly cared about him, you'd focus your efforts on that instead of a meaningless crusade against someone who saved his life."

"Or..." Peter continued. "You could do something that actually sells. Literally every other news outlet is beating us by covering about the Avengers, politics, even celebrity gossip. It's a big city out there, shouldn't be too hard."

Jonah glared at his computer, in particular a chart labeled "2015 net worth" displayed onscreen, where the line was firmly down.

"Like I said," Jameson spoke. "This is not about money. Get out of he..."

"You could fund a cure for your son. By yourself. A real cure. With all the money a print about a vampire and other new prints would sell. And if I don't get pictures of a vampire to you by tomorrow..."

"Then... what?"

"I'll work for free over a whole month. Delivering pictures of Spider-Woman no one else could, as always. No ifs, buts, or other arguments made."

"Heh... heh heh heh..."

Jonah smiled for the first time that week.

"Ha ha... ah ha ha ha... ah ha ha ha ha ha ha!" he fell back on his chair, laughing hysterically.

"You know what..." he spoke calmly again. "I like that. I'm surrounded by way too many spineless pricks. They trip over themselves just not to offend me, yet here you are. Just like prom all over again."

"So... y-you accept?"

"Make that three and it's a deal."

"Three... months?"

"If you lose, yes. You'll have to work without pay, for three months, getting me pictures of Spider-Woman. Are you ready for that responsibility?"

"Yes. I accept," he said after a moment's hesitation.

"Never mind being highly illegal in most First World countries," he grumbled as he left.

* * *

Spider-Woman swung home as sunset fell. Though from the clock's perspective it was evening, the pitch-black sky made it feel much later. The unusually strong wind made swinging slightly difficult, but Gwen learned how to move without getting obstructed by the hood.

 _I need the monitor again. If Chameleon is at that scientist's house again, the vampire's gotta be there._

She landed on the wall of her apartment building.

 _Gonna have to tell MJ to not come out at night. Peter too, but what exactly am I going to tell him? Oh hi, this is a perfectly sane individual telling you there's a vampire on the loose so don't come out._

She climbed over to her window.

 _I bet nobody in the past had this problem. They could just say "Vampires!", "Demons!". "The British!" and everyone would go nuts without question._

 _Spider-sense!_

"Found you."

 _* &^%!_

Right above the window, Gwen saw the vampire crawling down. Her eyes met his, with the exhaustion that followed.

 _Away! Get him away!_

She jumped away from the wall, simultaneously webbing to a building across the road. The vampire followed her with a huge leap, landing as far as the roof of the adjacent building. When Gwen climbed over to that roof, she found the vampire standing there on all fours, in a feral pose. His face twisted, his fangs out, his eyes shining red.

"What are you doing here?!" Gwen looked down, trying not to look at his eyes.

"That smell... I knew I'd find you around these... constructions."

 _This can't be happening... how close was he..._

"I have fed now. In the name of the Almighty, you shall fall," he hissed.

 _Fed?! No, MJ!_

"Who did you feed on, you monster?!" she clenched her fists.

"Many men wear masks in your time, it seems. Cowards without shame, not showing face to their betters," he snarled as he gave Gwen a look of utter contempt.

 _Men. Masks. Okay... phew... I guess._

"No matter. Cowards such as you, shall all die the same death!"

Instantly, the vampire appeared right in front of Gwen. In reaction, she focused her Spider-Sense. But even the heightened sense could only do so much; the vampire still moved like a normal human would, no slower than that. It gave her just enough time to deliver an uppercut.

"Aaargh!" the vampire raised his chin and took two steps back.

 _Usually that sends people flying..._

"What power..." the vampire hissed. "No one could strike the Lord Dracula with such force before..."

 _Time to test out MJ's suggestion._

"You aren't Dracula," Gwen said. "You're just some vampire-looking mutant thinking he's edgy, at best."

Spider-Woman began her counter-assault with quick webs. While her focus let her aim, the web shots weren't getting faster, Dracula easily dodged them, getting closer to her with each attack.

"What's your connection with Oscorp?" Gwen performed a straight punch to his stomach, sending him away a step.

"What is this Oscorp? What are you talking about?"

"Those corporate lunatics who think that ninjas just aren't over-the-top enough!"

The vampire rushed to do a horizontal swipe. Gwen responded with a forearm block. Though the force of the strike didn't move her, she felt it like she hadn't felt a strike before.

The force of the impact resonated deep in her bones, a sharp pain that streamed through her arm like lightning. The vibrations rippled from her arm like a thousand burning needles drilling into her flesh.

The blow was so unexpectedly harsh Gwen couldn't find the air to scream, merely enduring a revelation in pain that occurred in half a second's time; the harsh consequence of sustaining her Spider-Sense.

 _Oh, please, please don't be broken..._

Yet the vampire remained unaffected, engaging in a swipe with the other hand. She blocked that with her other forearm, and before the vampire could attack her again, followed with a kick to the face.

It made Dracula step to the side, turning back just in time for his face to receive another attack, This time from her left fist. It pushed the vampire further back, letting Gwen get another punch ready, focusing as much as she could.

That was when the vampire's eyes caught hers.

Her vision blurred faster than an out-of-focus camera. She fell to her knees, the motion bringing a surge of agony from her forearm, losing any strength to move.

"About time you ran out of vigor," the vampire stood tall with an open smile.

 _No... not here... not to this Bela Lugosi reject..._

Instead of trying to get up, she crawled away from the vampire, hoping to fall and use a web to swing away.

"Come on," Dracula slowly kept up with her. "At least die with dignity. You have put a better fight than Radu ever did. Act like it."

"*&^% off..." she whispered, just as she reached the edge of the rooftop.

"As vulgar as you are repulsive. Time to put an end to this... to kill you."

Dracula towered before her. He raised his hand, claws extended to its fullest, ready to descend them.

"To kill you..."

His hand trembled, his fangs involuntarily retracting, as if against his will.

"What is going on..." he grabbed his head. "I am... I am..."

"I have shed as much blood as I fed on," he hissed quietly. " What is stopping me?"

 _Is this guy bipolar?_

"I've killed... I've killed..."

He let out an inhuman screech, his claws and his fangs returned. He raised both of his hands, ready to tear away at Gwen, when his eyes were unexpectedly hit with a blinding flash.

Dracula shielded his eyes with his hands, giving Gwen time to fall and swing away as she planned. Attaching herself to the opposite wall proved painful when her head was the first thing to smash into it, yet she hung on one-handed, just barely.

"What?!" Searching for the source, the vampire saw Peter Parker pointing his camera at him.

"No..! I forgot to turn off the flash..." Peter tried to dash away. "M-my legs..."

He collapsed under the vampire's gaze, the vampire himself descending in front of him.

"Peter!" Gwen fired a web at the vampire, but with her shaking hands and useless right arm, her shot missed him entirely. "S-stay away from him!"

"Peter Parker..." the vampire growled. "You're coming with me."

"Don't you dare!" Gwen fired another web at him, once again with a miss.

Dracula lifted Peter's body above his shoulders, then leapt with him away. After a few rooftop jumps, both of them were gone.

"No!" she screamed at the top of her lungs. "Get back here! It's me you want! Not him..."

Without a second thought, she followed him. With the wide jumps required, she could afford to swing from building to building despite her physical state.

Bruised and battered as she was, she refused to give in to the pain. She ignored it, her mind was elsewhere.

 _Why was Peter there? Why did he use the camera? Why did Wannabe-Dracula recognize him?_

Gwen almost missed grabbing a web line. Her body felt three times heavier than usual, her vision did not recover completely, and her head spun with Tasmanian tenacity.

She stopped to catch her breath as she dangled over a building from her webbing, slumped and tired to her bones. It would be so easy to just lean against the building's side, and sleep away the exhaustion. Against her body's protests, she got to her feet.

 _The Chameleon might be there too._

The second time she did miss her web line. Gwen would have been smashed to the pavement, if she hadn't clung to a street light.

"Doesn't matter, I have to get there," she swung away, just above a billboard she would have otherwise hit.

 _And then what?_

"Why do you keep asking that?" she landed on a roof.

 _Why do you keep facing foes you can't beat?_

"Because they keep finding me!" She ran across the roof.

 _If he wanted to kill Parker or feed on him, he would have already done so. You're in no condition to fight him now, take a rest. Just. A quick rest._

"You... you're right." Gwen caught her breath.

 _Now then, a plan._

* * *

Peter opened his eyes. He found himself sitting on the floor in a corner of Morbius's apartment. Though he wasn't tied up or restrained otherwise, he could not get up.

"You are awake now," the vampire sat in a chair not too far from him.

"So, you're the vampire, huh... n-never talked to one, I'll have to admit," Peter said nervously.

"You know... I lived in a vastly different time."

His expression was reserved, he did not look at Peter, but at the night sky instead. "None of this existed. Your country, your structures, your language. So tell me how... how do I know it all? Why do I speak your tongue and not mine?"

"And you are..."

"You do not recognize me either? I am Vlad Tepes Dracula, no one else. Never anyone else," he whispered.

"But... you look and sound like..."

"I've indulged you long enough! My patience grows thin, cattle. Answer me this; why do I remember your name?"

"I have a hunch, but my notes might confirm it."

"Notes?" the vampire raised an eyebrow.

"Yeah..." Peter took a note out of his pocket.

* * *

 _I'm not sure how I managed it... but my goal is complete!_

 _Just a few days ago, Doctor Stromm gave me his approval. Just before he... died. How strange... my mentor put his trust in me the day he passed away, when I feared that would never happen. And though I mourn the loss of him with all my heart, his passing only gives me the focus to finish the experiment, first and foremost._

 _I told Emilia right away. We got to work. The theory went as follows : Our DNA contains the genetic memory of our ancestors, stretching back countless generations within the human genome. To use myself as an example, one Vlad the Impaler. If my DNA was introduced in the Istorie, I could possibly relieve his memories. See his life through my own eyes._

 _My enthusiasm is... boundless, I shall have to admit. I am trembling from delight as I am writing this. Emilia assured me that even a memory of someone so distant could be awakened with my DNA. Though I have my doubts, the excitement overwhelms me._

 _Even though I helped to build the Istorie and even christened it, the full extent of what it will give me is not yet known. Will I just see what he saw? Will I hear it? Perhaps, I might even feel it. Live the life as he had lived it._

 _And with proper testing, the Istorie will be available for public use. All the unique DNA sequences to explore; the application of this technology is simply unprecedented. Everyone will see the lives of their ancestors, the past as it truly was._

 _I have to wrap this journal up. Emilia is calling me._

* * *

"Why... why are you reading that?" the vampire said with irritation.

"I get it now," Peter said. "Nice to see you again, Doctor Morbius. It's you, isn't it."

"I am Vlad the Impaler! No one else!" he rose from his chair as his eyes turned blood red.

"You completed your experiment all right, but instead of giving you the memories of your ancestor, you've had your consciousness changed. Changed to make you think you two are the same!"

"You lie! I think... therefore I am!"

"Quote by Descartes, who was born long after you died. So... if you really are Dracula, then how exactly did you know that?"

"Impudent peasant, be silent!"

"And it's not Tepes, it's Kazikli. The Ottomans gave it to Vlad for his cruelty. The meaning was the same, but "Tepes" was a posthumous epithet."

"I... I... will feed on you, until you are a worthless rotten carcass!"

"No, you won't," Spider-Woman appeared in front of the broken window. Without looking back, she sprayed an arc of web around the hole, sealing it off.

"Why must I be haunted by you?!" the vampire screamed. "You're nothing, but a..."

"Peter! The camera!" Gwen shouted.

"R-right!" Peter raised the camera, but the vampire's claws knocked it out of his hands before he could make the shot.

While Spider-Woman used the distraction to web the light switch.

Every lamp in the room now shone with light.

The vampire shielded his face with his hands, trembling and emitting ragged gasps as his skin was vaporizing; now exposed to the light. He caught a glimpse of the door, bashing it open with a single dash. Gwen prepared to follow him.

"Spider-Woman!" Peter said.

"What?" she said, attempting a contralto to her voice.

"That's Doctor Michael Morbius. He took a machine that lets you relieve memories of your ancestors and..."

"Now he thinks he's Dracula. This is just crazy enough to be true."

 _Note to self: ask how he knows that later._

Gwen rushed into the room to find the vampire collapsed on his knees, panting. She quickly webbed the light switch, making the vampire scream again.

"No, no, no!" he attempted a leap out of the window, but the webbing there stopped him.

"I thought you'd do that, so I sealed everything first," Gwen said. "Morbius, is it?"

His face began to soften, regaining a fuller, healthier tone.

"I am the... the..." Morbius gazed at Gwen, yet it did not cause harm that time.

"I..." His eyes began to lose their shade of scarlet, irises filling with a rich blue. As the skin was healing of its burns, his hair darkened from blue to black.

His face now had the image of Michael Morbius.

"Holy... you really are a human," Gwen said.

"Not... human... not... ever..."

"See for yourself," she stepped aside, exposing him to his own image in the mirror. "Is this what Dracula looks like?"

"That's..." Morbius approached the mirror. "This can't be me. Where's my moustache? Why do I have this small beard? What happened to my hair? My face... it's all wrong. Wrong!"

"That is... not me..." Morbius fell down on the floor, unconscious.

"Is he gonna be alright?" Peter limped into the room.

"Probably," Gwen replied. "We'll only know when he wakes up."

Now that he is dealt with, we need to know another thing...

"But tell me something..." she continued. "What were you doing there on the street? Why did you use the camera on him?"

"I needed a photo of him... for my boss."

"Who is your boss?"

"Y-you won't like it, Spider-Woman..."

Oh no...

"I work... for the Daily Bugle."

 _What?! That could only mean one thing..._

Gwen felt a sting of betrayal and indignation.

"You were the stalker!"

"W-what?" Peter was genuinely surprised, "I wasn't stalking you. I was doing this."

He showed his phone displaying a map.

"The killer in the Stromm case. I was after him. I wanted to know why he wasn't caught yet. Every time I tried to follow him, I saw you doing it too. So..."

"But then... why the photos? You let Jameson smear me with them!"

"I know... he was the only one publishing about you at all. I wanted him to change his mind. That's why I needed the vampire photo. I... I want to help you, like Gwen helps you. That... is all."

A huge burden fell off Gwen's shoulders. Though she still didn't like the situation, the fact that there was no stalker greatly relieved her.

"Wait... Gwen helps me?" Spider-Woman asked.

"Yeah, she's the one who gave you the tracker, right? That's why you're always wherever the killer is."

 _What do you know..._

"Actually..." Gwen spoke.

 _Don't you dare._

"The thing is..."

 _If you tell him, he will become a target._

"I..."

 _Stop!_

"I... don't need this. He can think whatever he wants to think. I'm not in this for fame or recognition."

"But..." Peter said. "I want to help you, in any way I can."

"Why? What's in it for you?"

"My uncle died some time ago..." Peter said with a hint of sadness. "He was a good man. Not a saint, or an activist, or anyone like that. Just a normal man, good as they come."

"He wasn't anybody important, but all the neighbors knew him. He quietly helped where he could to friends and strangers alike, gave what little money he had when someone needed it, and never asked to be anything but himself."

"One day, he saw a robbery and tried to stop it. For that, the guy shot him. No one tried to stop him, no one tried to help my uncle when he was shot. He died, and nobody was there to stop it."

 _So that's what..._

"Other heroes... people like the Avengers, they're too high up. They deal with all that cosmic-scale stuff... but no one is here to help the little guy. No one, but you. So please... let me help you!"

 _If he helps you in any way, he might still become a target. But that's better than outright drawing him in._

"Ok... there is a way you can help me. This tracker you made... can you make more of these? And smaller? So I could, I don't know, throw it at someone and keep track of them? Or is that too weird and sci-fi?"

"I'll... see what I can do," Peter said without questioning anything. "Um... can you let me down outside with a web or something? I really don't want to use the grappling hook again..."

 _Grappling hook? Wow._

She gently lowered Peter on a web, then returned to the apartment.

"Okay, now to check the photos..." he took out the camera.

The camera had many cracks on it, its lens was swept right off, and the memory card shattered in half when Peter took it out.

"This is... bad."

* * *

When Gwen returned to the apartment, she found Morbius awake and sitting on the floor. His face was blank, no emotion whatsoever. With caution, she approached him.

"Who are you?" she asked.

"Michael Morbius..." he whispered.

Good, the whatever happened to him is now over. There's another matter...

"Do you remember anything?"

"Some things... if I have to theorize, it seems Vlad Tepes had... mutant genes, that he passed along in dormant form. When I activated the machine, it awakened them in me. I... became him, to an extent."

"Anything else?"

 _Like a way to our home, for example._

"Bits and pieces... I know I fought you here, Spider-Woman. And I know you and Peter saved me. What else..."

"No..." he grabbed his head. "In that alley, I..."

"I fed on someone... I tried to suppress it, but still... I did it. I..."

Gwen put her hands on his shoulders.

"It wasn't you. He did it. And he is dead."

"I was the one who chose the experiment. That responsibility lies on me."

"You only wanted to see the past."

"Yes... but I... need to atone nonetheless. If there's anything I can do for you..."

 _You're building up quite a team, huh?_

"For that, I'll... be in touch... somehow," Gwen swung away, leaving Morbius alone at his home.

"Everyone says she killed Doctor Stromm... but I doubt it," he got up from the floor. "I also doubt the Istorie transforming me this way was merely a side-effect..."

A memory hit him. He remembered stepping out of the machine and hearing a voice...

"Greetings, great ruler of Wallachia. You are far away from home."

"In order to return there, you must face a certain... individual."

* * *

The Shriek, though it had been heavily damaged, stood strong and endured all the debauchery of its residents throughout its lifetime. But even that haven of violence couldn't survive under fire.

Emilia watched it all: the gasoline, the flames reaching higher and higher as they licked and fed on its target, her people gunning down the survivors.

"How easy it was," she said. "You just say that it harbored the enemies of the Don, minutes later it's on fire. That man is as vindictive as he is wasteful."

A trenchcoated guard approached her.

"We need to talk," he showed his tracker. "It is about Morbius."

They both walked away from the burning Shriek.

"Give me the report, Chameleon," she said.

"While his dormant genes certainly have been awakened, and has shown to be a match for Spider-Woman, he has proven to be merely a match. Ultimately... a poor specimen."

"That is because only a small fraction of his powers were activated by our experiment."

"If you ask me, the concept has potential, but it is a risky investment indeed. Forgive me if I have some misgivings over this truly suiting our purposes."

"That is only natural when you try to awaken something this old. I am positive our case will be different," she responded calmly.

"There is another matter," the Chameleon continued. "Spider-Woman was able to track me down, despite my usual precautions. It appears that she is aware of the tracking devices we employ."

"Thank you for the report. You are dismissed for now. I shall have new orders... soon enough."

 **The End.**


	7. Scream of the Scorpion

**Disclaimer: We are not Marvel.**

 **#7:Scream of the Scorpion**

The New York traffic had sped up somewhat over the last few days despite, (or perhaps because of), its recent disturbances.

That night in particular, countless cars formed lines in front of a gas station, one of which was a large red Chevrolet Suburban with golden lion-printed vinyl on the top. A man in an orange fur coat cut the engine and stepped out.

He appeared to be in his late forties, his stern face had short black hair and sported a big, bushy beard.

He grabbed a newspaper from the stand, its front page showing a typically blurry shot of Spider-Woman badly-edited next to a hospital.

"As a great man once said," his raspy voice carrying a slight Russian accent. "To delay is to die."

He took the newspaper to his car, much to the surprise of the man currently trying to break into it. With one swift motion of his hand, two bolas wrapped around the thief, tying him up quickly and flawlessly.

"A scavenger. One who is too afraid to face your prey, yet too foolish to outsmart it," the car's owner spoke in a calm, matter-of-fact tone.

"Please don't kill me!" the thief pleaded.

"I do not hunt for the thrill of blood," the owner got into his car. "You're the police's problem now."

Judging by the thief's expression, the statement wasn't a reassuring alternative.

"But then they'll send me to..."

His words were cut off by the engine's roar, driving out of site, and into the city proper.

* * *

Gwendolyn Stacy met that morning with a yawn and a great contempt for the morning sun. Her spider-themed pajamas seemed to really hate ironing as a concept, and her hair resembled an octopus-themed supervillain.

Though her arm resumed its functionality, it still stung like seven hells.

She sat on a chair in her room, eating nicely made soup and fighting the urge to crash and sleep.

"Why did you make me wait for a soup?" Gwen whined a little. "I could have just grabbed some instant noodles and be on my way crime fighting..."

"You need to eat real food," MJ sat down on the opposite chair. "It's bad enough you're not getting real sleep."

"But crime happens at night. And day. And at whatever in between. How am I supposed to keep a schedule? It's not like this is a job..."

"See, case in point," Gwen picked up a newspaper. "A doctor disappears outside his hospital. I am somehow 'responsible', of course. Look how badly photoshopped this picture is. It looks like Jameson literally cut out one of Peter's pictures and slapped it in. If that isn't a smear on my reputation, I don't know what is."

"I don't know, this is one big apple. Aren't there other heroes?"

"You mean the ones in space? Sure, I bet Iron Man goes down alleyways to stop muggings all the time..."

"Do what you must... but promise me you'll take a full eight hours when you come home, deal?"

"Deal."

Having finished the soup, Gwen actually took a read of the article.

 _Hmm, the missing doctor's name is Elias Wirtham._

 _No traces of murder on the spot, it says here. He left his workplace, the H.E.A.R.T. Clinic, and was never heard from again. Either someone was very discreet about murder, or they wanted to kidnap him. Maybe both? Question is, does he have enemies? Someone that successful was bound to have some._

 _But then, no one suspicious was noticed in the area, ruling out the possibility of glaringly obvious supervillains for once, thank * &^%. Hmm... invisible ones are still an option. Chameleon again? *&^%, I hope not._

"Gwen? Earth to Gwen?" MJ waved her hand in Gwen's face.

"Huh? What? You said something?"

"You kinda dozed off on me," MJ responded.

"Oh, right. Oops?"

"Your coffee's ready. You might want to take it. I mean, imagine dozing off mid-swing."

"Ha ha ha, that was so funny I forgot to laugh..." she downed her cup in two gulps. "Hang on, I gotta make some calls."

* * *

"How are you feeling, Mr Wirtham?" Jean DeWolff asked. She spent the morning on a couch in an unfamiliar house. It was spacious and tidy, having an ambience of care by its organized tenants. Behind her there was a wall full of proudly displayed diplomas and handwritten "thank you" letters.

"I'm... how would you feel?" a man used a cane to walk over to her. He was dressed casually in a green sweater and blue jeans. The sweat on his face betrayed his worry. Noticeably shaken, he barely managed to stammer out the reply before sinking down on a chair.

"I... see your point. However, I want to assure you, we're doing everything we can to find your brother."

"Yes... please, find him," he spoke in a trembling voice.

"Mr Wirtham... Joshua, we need you to cooperate with us. Please, tell us something we can use."

"Like what?"

"Did Elias behave in strange ways before the disappearance? Was he worried about anything? Might have enemies or something similar?"

"No, no, of course not. He was just the same as always. Focused, dedicated, professional. Initially, I didn't call the police."

"Why not?"

"He has a habit of staying up late. Very, very late. So it wasn't until midnight that I started worrying. His phone doesn't pick up, no one's seen him, it's just... just..."

Joshua could contain his grief no longer, quietly sobbing; covering the tears with his shirt.

"We will find him. I promise," Jean got up from the couch. "We'll call as soon as we get anywhere."

Not much for consoling, she somewhat stiffly said her goodbyes and left the house. After walking a few blocks, she took out her cigar.

"Hmph, who am I kidding. How do you find anyone in this *&^% town by yourself?" she growled. "I don't even have time for this..."

Her phone rang.

"Hey, Jean, you heard of Elias Wirtham going missing?" Gwen was on the other end.

"Funny, I just left his house."

"Really? Did he have any relatives?"

"A brother. He doesn't know anything."

"So..." Gwen sighed. "No leads?"

"No leads. Actually... can you take this case over?"

"Huh? How about taking it on together?"

"Gwen, I gotta do something very important. I can't get distracted."

"Why did you talk to his brother then?"

"For you. You're getting blamed for this one, so I thought you might want to catch the culprit. For real this time"

"Jean, don't even start." Gwen retorted with annoyance. "Sparing the Chameleon helped me stop a vampire."

"No *&%^? An actual vampire?"

"More like a genetic mutation very closely resembling a vampire... details, schmetails. But, yeah, more or less. What are you going to do?"

"I have to do something very important. There's a... suspicion I have, that might mean very bad things if I'm right."

"Are you sure you can take this one solo?"

"Would I have asked if I couldn't?"

"Point taken. Well, whatever it is, let's hope you're wrong for our sakes. Now if you'll excuse me, I've got to go rescue myself a doctor." Gwen hung up the phone.

* * *

Atop the Allan Pizza rooftop, Gwen watched the streets below.

"Alright, before I do this, I need to test something," she held her phone tighter. It was her reliable old Nokia, but with a curious new addition in the form of an extra tube attached to its right.

"Since the Shocker's attacked this place, it's connected to the Don somehow," she jumped down on the street. "Meaning his goons are somewhere in there."

The goons in question were spotted guarding the front doors.

They appeared more paranoid than usual.

Remembering their last few surprises when it came to Spider-Woman and guarded doors, none dared so much as move a muscle out of their line of fire.

Her destructive habit left them jumpy, it seemed.

"Hey, you, fashionably challenged! Come get me!"

She jumped into a nearby alley as the fashionably challenged followed her. It took very little effort on her part to web their weapons away and get a drop kick on one of them.

"No, not Steve!" the other one backed away.

"Ok, now just stand still..." Spider-Woman pointed her phone at him. It produced a click, then nothing.

"H-huh?" the coated man said in puzzlement.

"Run away and stuff! Boo!"

He obeyed the order, running away in confused terror. Gwen looked at the phone screen. It showed two dots with flashing numbers labeled "one" and "two". "One", represented by an arrow, was far away. "two" was rapidly increasing the distance.

"Microscopic tracking devices... and I do mean microscopic. Peter is a genius."

 _Now worth going to the clinic to gather clues or something. Time to play Little Miss Detective like you've always wanted._

"Right. It's going to be sunset before I get there, though. Let's hope the trail doesn't get cold."

* * *

The red Chevrolet parked in front of a hotel. A bellboy helped its driver out.

"Be very careful with the baggage," the driver said. "Most of it is very dangerous."

"Yes, Mr Kravinoff," the bellboy said. "Shall I escort you to your room?"

"How high up is it?" Kravinoff watched the hotel building. It boasted many floors up, the building structure curved inwards, and the sign said "The Grand Hardy Hotel".

"The highest floor, sir," the bellboy responded.

"Perfect. A hunter must start with a good vantage point."

"This way, sir."

Kravinoff walked behind the bellboy, who for his part struggled to carry Kravinoff's multiple bags. When they had arrived, the bellboy almost broke down to rant about excessive weight and uncomfortable handles, not to mention terrible working conditions.

"Ah... the sight of greed and decadence," Kravinoff said. "Leave now, please."

The bellboy was all too happy to leave, professionalism intact.

Kravinoff stepped into the room. It met his expectations in sheer lavish. The interior gleamed with polish.

A king-sized bed was in its center with plush pillows and thick blankets. Though modestly-sized, the kitchenette was well-stocked with enough snacks, soft drinks, a water filter, and this and that to feed a poor man's family for the week. The bar's surface was lined with marble, as was the bathroom counter. Animal pelts hung on the walls. Though it was not for him, he appreciated the sentiment.

"A fitting hunting base for Kraven," he threw the fur coat on a rack. Underneath the coat, he wore black cargo pants and jack boots. His bare upper body had almost as much scar tissue as it had hair over muscle.

He unpacked the bags, and plastered the walls with newspapers depicting Spider-Woman on the front page. He put a disc in the hotel room's DVD player as he sat back and watched a screen that took up half a wall.

* * *

The screen showed a shaky camera desperately trying to focus on a particular antique shop. Five trenchcoated mobsters approached the entrance.

"You knew we'd come back! Pay up!" one of them said, before getting webbed to the ground from behind.

"And you knew so would I," Spider-Woman sat on top of a flashlight pole.

"Waste her!" they opened tommy gun fire.

"When will you ever learn?" she performed a somersault to the side, landing on the ground just after jamming all four remaining guns with precisely shot webs. Then, before anyone could react, she zipped over to them and knocked them all out cold with swift punches and kicks.

Then, seemingly at random, she shot a web upwards behind her. She pulled on this web, which brought down a trenchcoated mobster from a roof. With another, she had him stuck to the wall.

The recording stopped.

* * *

"Obviously swifter and tougher than any mortal human," Kraven said. "Likely she had never faced prey of her own size, meaning she isn't very skilled. But an excellent shot. And how did she know when to shoot precisely behind her? Advanced three-hundred and sixty degrees vision? Precognitive powers? Bah, the result is the same, either way."

"Yes... I understand the spider now," he turned the TV off.

He put on an ammo belt full of closed pockets over each shoulder. Over it he donned a black leather jacket with a orange lion head engraved on the back. Then he took a quiver.

"I have created a perfect plan. This hunt, like all others, shall be flawless."

He smiled, before putting the finishing touch on his attire; a necklace adorned with fangs.

"Each fang is a trophy. Soon, one more will join them. Then, and only then... shall I face my true prey."

* * *

The H.E.A.R.T. Clinic had a busy day as always.

In the crowd around the receptionist, no one would have noticed Gwen. Compressed as she was, the smell and heat against so many bodies left her in great discomfort. Yet she endured the line with heroic patience, venting through the unseen scowl she put underneath the black sunglasses and scarf she wore with her favorite hoodie.

 _If this brother doesn't know anything, maybe his workplace does._

"Excuse me, I'm a PI," Gwen approached the receptionist, whose badge read 'Joyce'. "I'm looking for Doctor Wirtham."

"I'm sorry, Doctor Wirtham is unavailable," the receptionist said with the faux-warmth of a professional.

"I know," Gwen asked. "I've been hired to search for him. Here's my card."

Gwen gave her a card with a blurred photo and text "JJ, private investigator."

 _Now everything hinges on her not realizing that was made in photoshop. What does JJ stand for anyway?_

"Please come with me," Joyce said quietly.

They both left to a corridor away from the hall, much to the surprise of a gargantuan line behind Gwen.

"Look, I don't care who you are, but if you're looking for Elias, I want to help you," Joyce whispered. "I might get fired for this. Screw it, the police sucks anyway."

"Ok, I'm listening," Gwen said. "Tell me anything strange, something that might have been used as a motive for kidnapping. Disgruntled patients, personal enemies, affairs..."

"Recently some gang hideout on the outskirts blew up. We got a lot of gang members here. Elias worked on each and every one. Maybe whoever blew the place up to begin with weren't so thrilled with Elias saving them?"

"Good. Anything else?"

"There... is something else. Feel free to not believe me, but the day Elias disappeared, I think I... saw something outside."

"What exactly?"

"I went out to have a smoke, then out there in the bushes, I saw something... big. The silhouette was sort of human, but larger and... I know that sounds crazy, but it had a tail."

"A tail?"

"Yes, an actual tail."

 _So... not Chameleon. Good?_

"And that's all I know," Joyce said. "I... really need to return to my post. Good luck!"

 _Yeah... good luck._

* * *

Gwen left the building. Right in front of her, there was a small park. Carefully mowed lawn, little roads, a fountain in the center, and a huge pack of bushes.

 _Could a big mutant really hide there?_

Gwen walked over to the bushes.

 _It... seems plausible._

"Yes, but why would a huge mutant with a tail kidnap Wirtham? Let alone have enough premeditation to set up an ambush way in advance."

 _Let's hope it's not a squirrel tail. We've fought enough dumb * &^% over the days._

"I think I'm gonna change costumes now."

 _You know what that means?_

"What?"

 _Look around._

"What do you..." Gwen examined the environment. "Oh no..."

 _No alleyways. Which means..._

Gwen looked at the bush with a sense of soul-crushing inevitability.

"M-maybe to hell with secret identity? J-just a mask is enough, maybe? I'd rather go naked, than to go in t-that... b-bush..."

* * *

Fifteen agonizing minutes later, Spider-Woman leapt from the bush and onto a clinic wall.

"When we're the princess of everything, the first decree will be to outlaw all bushes," she dusted the leaves off herself. "*&^%, everything still stings. Set them on fire, and have them burnt at the stake; all of them."

She climbed over to a rooftop.

"I mean, what's even the point of a bush? It's just a tree wannabe, there's no intrinsic value to it! *&^% bushes!" she kicked the leaves on the roof.

 _Wait a minute, leaves?_

 _Spider-Sense!_

From below the leaves, four streams of smoke erupted. Quickly, they covered the area.

 _Escape!_

Spider-Woman ran to the edge, until a series of explosions in front of her almost got a hit.

 _We're trapped._

"Your observational skills are truly unrivaled," Gwen growled. "So, who is this? Who sets up an ambush on top of a freaking hospital?!"

No response, save for the continued tingling of spider-sense, followed by a buzzing noise coming from her left.

"Hah! Too easy!" Spider-Woman stepped to the side, dodging a crossbow bolt with an unusually large tip. "You might as well announ..."

"Argh!" sharp, piercing pain struck her right thigh, caused by five metal needles.

 _What the * &^% is going on? How did spider-sense not..._

The buzzing noise resurfaced from the right. Gwen engaged in a dodge, but her right leg refused to respond, letting her fall rather than stepping.

Another set of metal needles struck her left thigh.

 _That arrow... its noise masks other threats._

Gwen tried to get up, an attempt foiled by her legs refusing to cooperate.

 _Come on, we've been through this last time! If I were in a comic this would get boring fast._

When she kept trying to get up anyway, her torso and arms got tied up by bolas.

"Ow..." she hit the ground again. "Not how I imagined getting tied up..."

The smoke dissolved. In front of herself, she saw Kraven taking aim at her through the scope of a black crossbow.

"Your legs have been hit with a poison of my own design," he said. "They will be inactive for an hour."

"So... what do you want with me, you... Gas Mask Soldier Man?"

"My name is Kraven the Hunter," said Kraven. "I seek a doctor by name of Elias Wirtham."

"What about him... oh no, you actually think I kidnapped him?"

"I never said 'kidnapped'. That's all the proof I need."

"Oh what? Come on!" before Kraven knew it, Gwen jump-kicked the crossbow away.

"Impossible!" he threw down a smoke bomb. "You can't be up that soon!"

"Am now!" she delivered another kick to where Kraven used to be, but missed. "And for my next trick..."

She tore her way out of the bolas, freeing both of her arms.

"Not even a lion could free himself out of this!" Kraven's voice began to tremble.

"Lions got nothing on spiders!"

Gwen entered her focus, trying to distance the once again appearing buzz from any other sound. From the depths of the slowed down buzz, she could hear a quiet whistle of metal swiftly traveling through the air.

"That trick is history, buddy," Gwen jumped forward, dodging both the bolt and the needles. Mid-jump, all the needles in her thighs fell off.

She heard the whistle again, but before the buzz.

"Getting desperate, are we?" she stepped out of the way of both projectiles. "Come on, you can't be this much of a one-trick pony."

Her focus lent her a sound of fast footsteps. She readied to punch in that direction, but another noise came from outside; the sound of a rustling bush.

 _Could it be?_

A loud scream followed. Gwen ran to the edge of the rooftop, avoiding the explosions. The smoke still obstructed the view, but Gwen could see a silhouette of a tall humanoid. She made out some rough details: spikes on the shoulders and body, a massive pincer in its right arm, and a long tail with a set of four stingers at the end.

 _That's the one!_

She whipped out her phone as fast as she could, managing to fire a tracker just before a net dropped on her.

"A net? Really?" a spark traveled through the net, then it confined itself to the ground with a soft mechanical click, keeping Gwen down with it.

"This net uses electromagnetic locks. It will keep any prey down, even you," Kraven pressed a button under his sleeve, and the smoke dissolved.

Gwen quickly checked the phone. A dot numbered "three" appeared on the screen.

 _Now to deal with this weirdo._

"Okay," Gwen said. "We seem to have started on the wrong foot. How about you... umm... leave me alone forever?"

"Only when you rot in a jail cell, shall you be free of Kraven," he responded.

"What? You're not out to kill me?"

"I am no animal. You won't escape due justice that easily."

 _This guy is a... hero?_

"Listen!" Gwen spoke. "It's not me, really! Just help me, and I'll show you who really kidnapped him!"

"I have studied you, you know. I know how you use weasel words to confuse and divide your foes. Such trickery won't work on me."

 _Unbelievable... this thick-headed son of a * &^%..._

"It's not trickery, you *&^% furry! When you see the real culprit, you'll be sorry and team up with me. Come on, haven't you had these situations yet?"

She pulled up, trying to break the net from the rooftop. Yet even with all of her strength, the net remained firm.

"Finally. This net is a match, even to your beastly might."

 _No way. I can't be known as a hero who got caught in a literal net._

Gwen noted the edges of the net, as the parts that locked the net with the ground. Though she could not break the net itself, she could find another way.

With all of her might, she punched the ground right under the edges. The resulting cracks were enough to break the locks for just a second, but a second was just enough for Gwen to toss the net away.

"Stay back!" a normal human would not realize Kraven fired his crossbow until a bolt landed in their shoulder, but for Gwen in her focus, the projectile had the speed of a toy arrow. She easily caught the bolt with her hand, then snapped it in half as she squeezed it into a fist.

Kraven could not counter in any way before Spider-Woman delivered a straight punch to his stomach, knocking him onto the other end of the rooftop and breaking the crossbow in half.

"Huh... that was easy. It usually isn't that easy," Gwen scratched the back of her head.

"What am I talking about? Thank you, thank you for being this easy. I need a *&^% break," the phone showed the location of the creature she just tagged.

Safe for the moment, Gwen swung there as fast as she could, until it ran into a dead end alley, and... disappeared.

"Hey! Hey! Work, *&^%!" she readied to punch the phone, yet thought against shattering her only communications and tracking device.

 _Every other dot is there. The device is functional._

"Maybe so, but where is my giant monster?"

 _Your giant monster?_

* * *

Every time the creature traveled through the tunnel, it seemed endless. Yet, by the power of mere instinct, it always knew where to go. Its mind, empty of all thoughts, could only convey a single word.

"Pomogite..." it whispered in a voice of a human man. Droplets of acid fell out of the creature's mouth. They dissolved in the water beneath it.

It could hear every little splash the acid caused, every whirl of the water current, and any sound from afar.

"You heard about what happened?" a man in a blue worker uniform said to another similarly dressed man. "Spider-Woman snatched some fancypants doc."

"Dude, just because we're down here, doesn't mean you have to talk about tabloids," the other man said. "Enough *&^% everywhere as it is."

"It ain't a tabloid, Ted. Don't dismiss stuff you didn't read," he took out a lunch box.

"Oh please, like I'd need to... b-b-b-behind you!" Ted pointed a shaky finger.

"Ted, you can't just escape a conversation like... aaaaah!" the other man turned around. "What the *&^% in the name of *&^% is this *&^% *&^%ness?!"

"Pomogite..." the creature whispered to them.

"Get the *^&^% away from us!" they dropped everything they had on them and ran. The creature grabbed their belongings and continued its path.

It reached a hideout of its own, filled with slime and acid. It placed the lunch box on the ground, devouring it in a single chomp. It fell to its knees, gripping its stomach with the one hand it had.

The box spewed out from its mouth as an unrecognizable mass of plastic and acid. The creature breathed heavily, then let out a roar, screaming the only word it knew.

"Pomogite!"

"Y-you're back..." in a corner, a man in a labcoat was tied up with slime. His badge read "Wirtham."

The creature turned its empty black eyes at him.

"W-why did you take me? What do you want?"

"Pomogite..." it took a step in his direction.

"T-that's Russian? For, 'help', right? You want help?"

It stared at him without a response.

"Are you... a mutant? Are you sick with something? Look, I don't care what you look like. A patient is a patient."

It took a step back.

"I can't help you, if you don't tell me anything. It doesn't have to be in English. If you could get my instruments too, I could at least take a look at you or something."

After a prolonged hiss it turned its back on him, then walked out of the hideout.

* * *

"Please don't rob us!" the cashier of a convenience store screamed from under the counter.

"Ahahahaha! I'm the greatest supervillain in New York! I do what I want!" shouted a man in a full black spandex suit, with the exception for a white "V" drawn on his chest. "Now give me the money!"

"Put your hands in the air!" Jean DeWolff entered the store, her tazer drawn.

"What's this? A mere cop dares to oppose the great Boomerang?!" he whipped out a pair of plastic namesakes. "You can't handle my wrath! Run away and call a real superhero to face me!"

"Seriously? Just... put those down before you embarrass yourself further."

"You'll be sorry when you know their power! Each boomerang contains a powerful explosive, capable of destroying this entire block! If you don't want to be torn to pieces, you will obey my every word! Mu ha ha ha ha!"

He was tazed in one shot, losing consciousness immediately.

"Suspect resisted arrest via excessive monologuing," Jean put the tazer away.

With the greatest supervillain in New York handcuffed, Jean called the station.

"Dispatch, this is DeWolff, got a robber at a... dispatch? Hello?" she adjusted the radio a little. "Dispatch, respond. Wow, not even they work. What is this anarchistic *&^%?"

"Sigh, have to do everything by myself," she dragged Boomerang by his collar to the car, then shoved him inside on a passenger seat. On a ride to the station, he woke up.

"Am I getting arrested?" he mumbled.

"What do you think, genius?" Jean said from the driver seat. "Attempted robbery is a crime."

"I'm sorry..."

"What?" Jean asked with genuine confusion.

"I didn't mean for it to turn out this way..." he spoke quietly. "I thought I'd take some money like this... I'd give it back, when I could."

"So you threaten people with explosives and then act all innocent?"

"I bought those boomerangs in a toy store. I'm a highschool dropout, I can't make explosives."

"Then what's with all this supervillain act?"

"At first I thought, the police would stay away from me if I put it on, like with the other costumed guys. Then... I felt so much better with that costume. It's like... I suddenly was someone else. I could start from scratch, walk a new path, I didn't have to be a nobody kid from Brooklyn who can't make his ends meet anymore..."

Jean spent the next few minutes in silence, then said:

"You have enough money to get back home?"

"Yes, but why does it..."

Jean stopped the car.

"Get out, now."

"But... why?"

"If I take you to the station, you'll be locked in the Raft. Even a kid like you will be molded into a criminal for life. Ever seen Les Miserables? Kind of like that."

The kid awkwardly left the car.

"Umm... thank you, miss."

"Don't mention it. Just go home and rethink your life. No other cop in this city will give you this chance."

He frantically nodded, then ran away.

"There goes my good deed of the day," Jean light up a smoke. "And my suspicions confirmed. If even the dispatch doesn't work anymore... okay, this is really stupid, but I should check out..."

* * *

The night had come, so the Technodrone opened its doors. The sound of dubstep neither pleased nor bothered Jean, but spending her time elsewhere with music of her liking meant spending time in depressing solitude. She visited the place on an off day or two, and could always find some of her coworkers happily dancing to the tunes.

"Suspicions doubly confirmed," she growled, seeing her coworkers do exactly that. "So, what's the reason for this massive absenteeism?"

"Paid leave," Chief Carter walked over to her with a martini in hand.

"Paid leave? What, for the entire city?"

"Don't be ridiculous, detective. Only for certain districts," he said nonchalantly. "Actually... you're on the list. For the next few days, you're officially off duty."

"What's the reason for this?" her voice expressing shock. "Sir, with all due respect... those streets will be swarming with crime. How can you do this?"

"I am merely looking out for our own. This is a necessary precaution."

"What is that supposed to mean, sir?"

"That means you should know by now that some information is classified, detective," he put emphasis on the last word. "Take a few days off. That's an order."

"And if I... won't?"

"Well then, I would have to take your badge. And you know full well, there's a certain... history you have. One day I just might decide to stop overlooking it."

"That history..." she looked directly into his eyes. "Goes both ways, sir."

"Don't do this, Jean," he growled just loud enough to be audible over the music.

"My duty is to protect and serve, sir," she said firmly. "I'm not throwing it away."

Carter sighed, then chugged the martini he had.

"Oh what the hell, do whatever you want," he said before leaving. "It's not like you alone can stop it anyway."

* * *

"How could this have happened..." Kraven the hunter opened his car's trunk, having parked it right outside the clinic. "I predicted every contingency. I countered her abilities, I had her completely cornered."

"And yet..." he put his set of bolas into the trunk. "My weapons are not good enough for this prey."

He took the quiver off his back. Right before putting it into the trunk, he stopped. His hands shaking, his eyes lost the certainty and focus they had before.

"I fired a bolt... up close. Without a doubt, it could have killed her."

"How could I?" he took a pack of bolts from the trunk. "She is not my true prey. Even if she is a criminal, she did not deserve death."

"Focus," he closed the trunk. "Tame the hunter's instinct. Men are men and beasts are beasts."

He sat behind the driver's wheel. From there his eyes turned to the higher floors of buildings, and in particular, to the web lines still attached to them.

"This will lead me to where you are, Spider-Woman," he started the engine. "You think you saw it all but prey always leaves a trail."

* * *

For the past few hours, Spider-Woman circled around the same few streets, regularly checking her phone in vain hope of the required dot appearing.

"This never happened before. It never straight up disappeared!"

 _Maybe that thing ate the tracker. What even was that? A lobster?_

"Why would anyone mutate the *&^% out of a lobster?" she stuck to a wall. "Actually, don't answer that."

Another hopeless look at the phone showed the dot number three appearing on the screen.

"Aha, so it does work!" she rushed to the location of the dot like a puppy smelling its bone.

The dot led her into another alley, with nothing but trash bags, slime, and an...

 _Opened sewer lid..._

With the signal of the dot gone again, Gwen could think of only one solution.

"Oh no, it's in the sewers, isn't it?"

 _Seems so._

"That means we'll actually have to..."

 _Go in there, yes._

The despair in Gwen's soul matched that of the bush.

"Ew. Ew, ew, ew, ew, and did I mention ew?"

 _What, you thought just because you faced a vampire, you're too fancy for this now?_

"You're going in there too, you know."

 _Right... that is... correct._

"I have an idea."

* * *

Moments later, Gwen descended into the sewer tunnel, wearing her civilian hoodie and jeans. The only part of her costume she still kept was the mask, for even the costume gloves had other gloves over them.

 _Secret identity, you know..._

"Well, yeah, but random clothing is easier to wash from all the *&^% we'll stain it with down here, than handcrafted superhero spandex."

Gwen could only pray Mary Jane wouldn't catch scent of her latest misadventure.

She traveled through the tunnel by ceiling, where she could enjoy the lesser concentration of sewer contents and a nice view on water carrying city garbage below, including, among other things, a pizza box.

"It smells dirtier than a printing press..." she coughed. "But at least there's so much space down here."

She took out the phone. None of the dots were active on the screen.

 _Of course. The tracker is tied to phone reception. No reception down here._

"So how are we going to find the thing?"

 _Remember? You could focus and hear the tiniest detail? Whatever this thing is, it can't be the stealthiest one around._

"Point."

Gwen entered her focus. The stream beneath her slowed down, and between all the garbage clashing with the water, she heard a succession of much more distinct splashes, the source far ahead.

 _Footsteps!_

As Gwen prepared to chase the source, another set of footsteps emerged from behind, shortly before the Spider-Sense signal. She jumped into the water, just dodging a crossbow bolt. The bolt itself burst into a small cloud of green gas.

"So this is where you took Wirtham," Kraven walked knee-deep in water and trash, with the crossbow in his hands.

 _That idiot again, of all places..._

"Shouldn't you be hospitalized?" she stood knee-deep in water as well, feeling every second of the cold.

"I could say the same of you. You were strong, I shall give you that," he readied his weapon. "But the hunt ends here!"

 _We don't have time for him... the footsteps are fading!_

She dashed away from Kraven as fast as she could. The tunnel lacked space for a proper swing, so she pounced to the ceiling and crawled forward; until a bolt hit right in front of her.

"What the..." it burst into gas just as before, now caught in the shot's radius.

Gwen's limbs suddenly felt numb.

Kraven attached a rope to his next bolt. Using it as a grappling hook, he zipped himself closer to Gwen when she tried to crawl away, regardless of numbness.

"Don't think you can escape before paying for your crimes," Kraven threw a grenade her way, that emitted the same gas the bolts did. "You've caused terror and chaos, you have murdered and kidnapped innocent people. No longer shall you be a predator!"

"Oh shut up!" she webbed his crossbow away. "I'm going to say this once. Stay out of my way or you'll get worse this tie."

She crawled away, eventually reaching a crossing point of two tunnels. A very silent crossing point.

 _If we actually end up missing the target because of that moron..._

Spider-Woman heightened her focus as much as she could, hoping to hear anything resembling footsteps. Instead, she heard a whistle.

"Still you can't leave me alone?" she ducked the needles. "Jeez, you stubborn *&^%."

"I will never give up," Kraven entered the crossing point. "A villain like you will not end my hunt."

 _We have to knock him out again. Happily misguided or not, he is in our way._

"Seriously, turn back now," Gwen said. "If you get knocked out here, I probably won't be able to protect you."

Kraven silently assumed a fighting stance, waiting to be attacked first.

 _But if I leave him here, that thing I'm chasing might get to him. He's an idiot, but he doesn't deserve to die..._

 _Spider Sense!_

 _But... he's not doing anything!_

* * *

The signal of Spider-Sense was followed by slow steps from behind. At the same time, Kraven threw two sets of needles at Gwen. She jumped to the side to avoid them both, letting them crash into what was behind her.

The needles bounced off its black chitin-armored chest. It walked closer, just enough to determine its appearance. A creature much taller than Gwen or Kraven, it had chitin armor not just on its chest, but on shoulders, forearms, and shins. The parts of its body that weren't armored had scorched gray skin. The massive pincer in place of its right hand also had green chitin on it, and so did its four-stinger tail that ended in a hole.

"What... oh my God..." Kraven couldn't turn his eyes away from the monster. It stared back at him too, with its pitch-black eyes, giving it a featureless appearance: the creature lacked ears or a nose, mere holes where the eyes should be, and a partially sewn-together, lipless mouth.

A face that could convey nothing but a blank emptiness.

"I guess, that's our man... scorpion... thing," Gwen mumbled as a ripple of fear chilled her spine.

With one shot of slime from its tail, Kraven got pushed into a wall, confining him there while the impact knocked him out.

"Hey, Scorpion!" Gwen yelled. "Pick on someone your own size!"

 _You aren't really his size either._

The Scorpion turned its attention to Spider-Woman. Its mouth slowly opened wide, emitting a low, muffled growl. Drops of acid fell into the water one by one.

Then, in a flash, the Scorpion swung its tail in her direction. She jumped upwards in time, delivering a punch to the monster's head, which only made it slightly nudge back.

 _Great, another one decides to just ignore super strength... physics, what's that?_

Upon landing, Gwen fired dual streams of webs into the Scorpion's face. The web dissolved almost immediately from the acid leaking out of Scorpion's mouth. Next, it snapped at her with the pincer claw, making Gwen roll to the side, then catching her by the hood with its other hand.

"*&^%! Time to bail!" she unzipped her hoodie, revealing the upper half of her costume and allowing her to fall out of the Scorpion's grasp. Before the monster could discard the obsolete piece of clothing, Gwen moved in to repeatedly attack its stomach with punches and kicks. The barrage of attacks made the Scorpion growl again and fall to one knee.

"Can we talk?" Gwen said. "Usually you guys talk. Tell me your evil plan, your tragic backstory, something!"

It fired slime out of the tail in response. Gwen jumped away to dodge the blast, then Scorpion quickly fired another. As Gwen kept jumping back into a tunnel to dodge, Scorpion shot more and more slime.

"I'd say ew..." she ducked yet another shot. "But that'd be redundant."

Briefly, the tail stopped firing.

 _Now!_

Using her focus, she jammed the tail hole shut with her webbing. The next blast of slime Scorpion fired got stuck to the webs, further disabling the weapon.

"Raaargh!" Scorpion roared in a human voice, then opened its mouth as wide as it could. The acid drops became an acid stream. The acid stream gathered in the Scorpion's mouth when the monster closed it. When the monster opened it again, the acid turned into a projectile, as fast as an arrow.

Gwen, still in her focus, managed to dodge it. The acid hit a wall, dissolving a fairly big hole in it.

"Ouch," Gwen looked back. "As if the slime wasn't bad enough..."

 _Spider-Sense!_

Gwen rolled forward, almost getting pierced with the tail's four stingers from above. The stingers burrowed into the ground, yet Scorpion pulled the tail out just as Gwen turned to face it.

"Is anyone there? Help! Help!" Gwen heard a male voice from the left.

"Coming now, citizen!" without taking her eyes off the Scorpion, she walked in its direction, near a big hole in the wall. When Scorpion saw her heading there, it lunged with the tail in haste. Gwen kept her head down to dodge the attack and dashed at the Scorpion.

She clenched her fist tight and maximized her focus, to place a perfect strike. Time slowed down as much as possible, allowing Spider-Woman to uppercut the Scorpion's chin. Though the uppercut didn't send the Scorpion flying like it would a normal human, it did make the monster fall on its back.

"Ou, my hand... and knuckles..." Gwen shook her hand. "But hey, what's done is..."

Scorpion wasted no time in getting up.

"Oh, come on..." Gwen readied the other hand for a punch, when a smoke grenade landed between her and the Scorpion.

Her punch missed, distracting Scorpion as it was grabbed from behind by Kraven, before the two fully disappeared in smoke.

Without warning, Kraven got tossed right into Gwen, making them both hit a wall and knocking Kraven out again. After several quick footsteps, the smoke disappeared, Scorpion nowhere in sight.

Silence.

"You idiot!" she pushed Kraven off herself. "This thing got away because of you!"

Next, she got back on her feet and grabbed the unconscious Kraven by his collar.

"Who asked you to barge in?! Who wanted you to play hero and mess up everything?! All because you wouldn't let... the fear... hold you back..."

 _Great power should not come with great cowardice._

She dropped him without another word.

"Is anyone still there?" a male voice said again.

"Yeah..." Gwen walked into Scorpion's hideout. The slime everywhere no longer enticed a reaction in her, neither did finding Elias Wirtham trapped within.

"Is it... gone?" he asked.

"Yup. It left," Gwen said quietly.

"Can you get me out of here?"

"Yes," she webbed him, then pulled the web to tear him away from the slime.

"Are you Elias Wirtham?" she asked.

"Yes."

"What happened to you? Did this thing take you?"

"Yes... When this... jumped me, I was on my way home. That day we were treating people who suffered from the Shriek club arson. The entire place burned down, so many victims, then this... God, I need to go home."

 _Shriek club? That's where me and Harry were!_

"Among those victims... was there anyone named Harry?" She hesitated for only an instant. "Harry Osborn?"

"Osborn? No, he wasn't there. DNA identification among the dead didn't find anyone of that name. But why would a rich kid like him be there?"

"Never mind. Let's take you home."

* * *

The next day, in the H.E.A.R.T. Clinic, Elias walked around in his office. His phone kept getting call after call of people asking what happened to him and if he was ok.

"Of course I'll be home later, Joshua. Just let me work for a little bit, ok? Goodbye," he hung up on the last call.

"Elias Wirtham?" Kraven climbed into the office through what had formerly been a locked window.

"Who are you?!" he asked, startled.

"Do not worry, I will not harm you. I am just here to ask."

"Ask what?"

"Who was it that kidnapped you? Was it Spider-Woman... or that strange monster?"

"The latter..." Wirtham rubbed his eyes. "But it was no monster. It was a victim. It needed help it had no way to ask for."

"I see. So I was wrong. This is something I must correct."

"Are you... a hero, like Spider-Woman?"

"Heroes aren't self-defined, they're self-determined." Kraven responded,"I've made a mistake. The word of the little papers declared Spider-Woman guilty, and I followed, like a thoughtless beast. Because of that I delayed your rescue and allowed your kidnapper to escape."

"I'm alive. Everything is fine. You don't have to say sorry."

Wirtham turned away to put some documents on the shelf.

"You're a strong man," Kraven said. "Most people would have trauma resulted from such a kidnapping."

"Let's say I have... seen some things."

"That animal might kidnap another doctor in hopes of a cure."

"For its sake," Elias said. "I hope you're not the type of hero that kills."

"There is but one prey I have sworn to kill."

"And who would..." when Wirtham turned to face Kraven again, he was already gone. "That be?"

* * *

That morning, most seats in the Allan Pizza were empty. Emilia Osborn enjoyed a glass of red wine behind one of the tables, alone, until Chief Carter sat down beside her.

"Tell the Don my part is done," Carter said. "He won't see a single cop in the required districts."

"Good," Emilia put down the glass. "Then everything is ready at last."

"Really?" Carter asked with mild suspicion. "You replicated Dr Trainer's work in such short time?"

"Of course," Emilia smirked. "Once we've found a suitable host, it was of no trouble. The Don's little crusading delinquent will be no match for my creation."

"Good, because... the Don asked me to tell you, there's a change of plans. The target is now Spider-Woman."

The smirk vanished off Emilia's face, giving way to a grim displeasure. Without a word, she left her seat.

"Hey, where are you..." Carter said, before his eyes were met with Emilia's cold gaze that had already dismissed him.

"Um... uh..." he turned away when Emilia walked out of the pizzeria. "What the heck was that about?"

* * *

The Scorpion ran far. Tunnel after tunnel, it continued running, until the water on the ground stopped flowing. In a dry tunnel, the Scorpion's knees gave out and it fell. It tried to get up again, landing hard on the uneven ground.

"Pomogite..." it said.

"What a poor creature," a female voice said in a slightly hollow echo.

The Scorpion looked for its source.

"What happened to you gravely disappoints me," A woman whose black cape covered her entire body. The cape had a high collar around her head, covered by a solid black eyeless helmet.

"But even so, there is still a place for you," she extended her hand out from under the cape; cloaked by black sleeve and glove.

Scorpion tried to take the hand, but didn't realize it was raising the pincer claw when the last bits of its strength gave out.

The woman pressed a barely visible button on the side of her helmet.

"Zero in on my location, retrieve the Scorpion."

 **The End.**


	8. Nothing Can Stop the Rhino

**Disclaimer: We are not Marvel.**

 **#8:Nothing Can Stop the Rhino**

The elevator doors on the highest floor of Oscorp Tower opened to let Emilia through.

She had the occasional glance at her guards concerned with the haste in her stride, none of whom dared look her in the eye, nor would they want to be a witness to her chilling displeasure. She paid little mind for her employees, save for the briefest of examinations for any unauthorized weapons.

The only light that filtered through the corridor came from the sun shining through a set of windows taking large sections of the walls' opposite of the entrance. The remaining space was occupied by a set of portraits. Each showing scenes from a line of men in trenchcoats, the two of them standing side by side for some time until there was just one old man.

"None of this belongs here," Emilia said to herself. "It never had."

In front of the window set, there was a mahogany table, outfitted with various terminals, keyboards, and projectors, all connected to each other. Above the table, the projectors cast a holographic New York city map screen. When Emilia approached the table, she hid her expression behind a neutral mask of quiet dignity.

"There is something I must speak to you about," she said to him.

The man from behind the table turned the screen off. By his white suit and his gray hair he could not be recognized as anyone other than Allan Silvermane.

"What is it, Emilia?" he said without facing her. "Have you activated the unit yet?"

"No... but it is something that concerns the matter."

"I'm listening."

"I have been informed the target has changed to Spider-Woman, and I don't understand," Emilia's voice did not betray any emotion.

"There is nothing to understand," Silvermane looked her in the eye. "The strategic advantage has adapted."

"Why? Alison is still a threat with far too much inside knowledge. At any point our operations might be..."

"Emilia, Spider-Woman caused us a deep, bleeding wound. Until blood is repaid with blood, nothing else matters."

"Even so, the unit was designed to counteract Alison, not Spider-Woman."

"Are you telling me the unit will be inadequate.?"

Emilia took a breath, slightly deeper than usual.

"It... is not a capture unit. It will not be able to subdue her. And then we won't find out if she has any accomplices, or..."

"Subduing her was never the goal," Silvermane cut her off sharply. "It doesn't matter if she has accomplices, her swift and immediate termination will convey the message."

"However..."

"Enough!" Silvermane punctuated with a fist to the mahogany surface. "I shall tolerate no more arguments about this."

Behind her lips, Emilia clenched her teeth.

"I understand. I shall dispense the unit."

"Oh and, one more thing," Allan said before Emilia walked away. "Should the unit fail, however unlikely that may be, I may consider rewriting the inheritance papers."

* * *

Two minutes later, the elevator stopped on another floor, this one descending to the middle of the tower. It was a hangar as disorganized and complicated as they came: filthy piles of unrecognizable parts, the sound of concentrated snaps, clicks, and pops of steel, and various fans keeping the chamber below room temperature to prevent the network of computers and welding from overheating their creation.

Catwalks were installed to let people walk through the hangar without disturbing progress, spiraling up and over platforms as they wrapped and rounded towards a platform in its center.

It was here where Emilia now stood.

She took a moment to admire the fully enclosed, featureless metal pod locked on a conveyor belt that made the scientists walking around it look minuscule in comparison.

"Is it fully ready?" Emilia approached one.

"Yes, yes, of course," the scientist replied. "The unit is ready for deployment."

"Good. Initiate the deployment procedure at once."

The scientist nodded and left, when a trenchcoated guard arrived. He showed the green tracker to Emilia, then spoke.

"The old man still insists at antagonizing Spider-Woman?"

"Yes, Chameleon," Emilia said. "He is dead set on killing her."

"What a waste of a cybernetic breakthrough..." the Chameleon sighed. "Losing this unit shall be sad indeed."

"The other outcome is even worse. Should the unit win, our last chance will be forever lost."

"Have faith. Though she may be imperfect, the Osborn blood in her veins still flows true."

"It's tainted," she narrowed her eyes. "Perhaps too tainted..."

After a shake, the wall opposite of them slid away. The opening revealed a helicopter pad, to where the conveyor belt slowly moved the pod. The pod waited on the helicopter pad, to be taken by rope, connected to a green cargo chopper.

"There is something else I must add..." the Chameleon said. "It concerns our trackers..."

* * *

The chopper left the building with the pod. It traveled through the morning sky all the way to Times Square, before dropping the pod from above.

It crashed into the road, knocking several cars over with the sheer force of its landing. A few more ending up rammed into the pod, quickly turning the landing into a car wreck.

"What the *&^%?!" one driver, like some others, managed to stop his car in time. "*&^% alien crap!"

The pod burst open, and smoke erupted from the inside. Whoever nearby remained conscious in the wreckage got thrown into a coughing fit from the smoke. A bulky, hulkish silhouette, a height taller than two men combined, emerged out of the pod.

No one in the crowd had seen anything like it. With dark gray plates of armor on its entire body connected with metallic tubes, it more resembled a humanoid-shaped exoskeleton than it did a man. The only somewhat-humanoid parts of it were the robotic hands, feet, and the head, which was plated in a form-fitting helmet with a single horn on the forehead and two eye holes, out of which artificially blue eyes shined.

"Battle Suit Version Three, Codename Rhino..." it said in a soft mechanical voice.

"Activation complete," across the Rhino's body, the space between the plates lit up in neon blue.

"Hey! You *&^% space robot thing!" a man walked in front of it. "You *&^% my car!"

"Scanning..." it glimpsed over the wreckage.

"Hey! Hey! You listening to me?!" the man knocked on Rhino's torso.

"Scanning complete," it looked down on the man. "Sixty three targets spotted."

"Initiating phase one," the Rhino raised its fist.

* * *

At home, Mary Jane had been clashing against a powerful urge to sleep all night. In her situation, falling asleep would mean letting the sewing machine run rampant, ruining the Tigress dress she had been making. Mary Jane herself wore the same attire as when she went to Oscorp with Gwen, albeit lacking the boots.

Aside from a monster dose of coffee, a TV set to a news channel was making sufficient background noise.

The channel, unfortunately, belonged to the Daily Bugle. Though much to MJ's surprise the channel exercised monumental restraint by not blaming Spider-Woman for every occurrence, the occasional "We wouldn't have this if it weren't for Spider-Woman" outburst kept her annoyed enough to stay awake.

"This is Betty Brant of Daily Bugle with an emergency broadcast," MJ suddenly heard. "We are just now getting this live!"

A bird's eye view with footage of Rhino on Times Square followed. With its massive fists, the mechanical giant pulverized cars, shattered lampposts, and broke down signs.

The people who hadn't fallen to its rage had fled in any way they could, leaving Times Square empty.

"A rampaging... robot seems to be causing destruction at Times Square! We turn to J. Jonah Jameson on the scene for details."

"Thank you, Betty!" Jameson shouted from inside a helicopter. "Well, folks, a huge pod fell down here and suddenly this giant robot starts killing people. It calls itself the Rhino, and..."

The helicopter shook, almost making Jameson slip.

"*&^% it, Leeds, fly like a normal pilot!"

"I'm sorry, sir," Ned said. "I just got my license yesterday!"

"Filthy excuses, Leeds! A talented man must be prepared for anything! Anyway, before we got interrupted by our... overpaid employee, I was going to share with you, our esteemed viewers, detailed facts pointing at who's really behind this attack! Stay tuned to find out! Back to you, Betty."

"Right," Betty continued. "Next on the news, Tony Stark was caught with..."

MJ turned the TV off. Immediately after, Gwen with pajamas on backwards stormed into the room, as much as she could with the current attire, at any rate.

"Have you heard? A giant robot is attacking the city!" Gwen said in excitement.

"When you put it like that, it's hard to take this seriously..." MJ mumbled.

"A giant robot, MJ! An actual, honest to goodness giant robot!"

"It's more of a medium-sized robot..."

"You look like you're about to pass out. Who was the one talking about the importance of sleep yesterday, MJ?"

"The Royal Runway is tomorrow."

 _Oh * &^%! Totally forgot about that._

"Right, I'll leave you to that... and go suit up. This is going to be so awesome!"

Moments later, Gwen swung out of the window, finishing to put the costume on while already outside, her face half-masked, the only way heroes can eat a sandwich on the fly.

"Be...careful..." MJ said, knowing her roommate was already gone, as if to reassure herself that Gwen would be alright.

* * *

"I still can't believe this!" Gwen shouted with sandwich in hand, web-line in the other..

"An actual giant robot! About time I fought something properly ridiculous, instead all of these mutated weirdos, vampires, and regular weirdos."

 _You gonna fight a mechanical menace while choking on a sandwich?_

"It's bacon, it's good," she swung with one arm. "Let me finish it."

Upon arriving to a rooftop near Times Square, Gwen quickly finished the sandwich while observing all the fire and smoke on the ground below.

 _So much destroyed in one place... the sad thing is if someone said it was a drunk driver, it wouldn't look much better._

 _Where is this robot anyway?_

The answer came as a taxi was flung into the air, ending the career of a nearby Stark Industries billboard.

Spider-Woman swung downwards to the source of the throw, as the smoke somewhat dissolved to reveal the Rhino standing upright on a pile of wrecked cars.

"You look big," Gwen crossed her arms. "Even, kinda-sorta-Hulk big. Not exactly giant, but definitely huge. Good, very good."

At the sound of her voice, the Rhino focused its cold blue gaze on her, his scan for close targets now rendered obsolete.

"Spider-Woman identified. Initiating phase two."

"Oh wow, I have robot fans," she assumed a crouching pose with one hand touching the ground. "So, what's your evil plan?"

The Rhino sent a signal to the Oscorp Tower. On Silvermane's holographic screen, it formed into a series of blue and red dots. Allan pressed some buttons, and the screen changed to the Rhino's first person view.

"We meet at last, Spider-Woman," Silvermane said. To Gwen, the voice came out from the Rhino, distinctly different from the mech's impartial tones.

"Who's that? You... aren't really a robot, are you?" Gwen said.

"Rhino, state your purpose," Silvermane responded.

"Mission parameters: termination of Target Spider-Woman. Secondary parameters in relation to the scanning of objects and humans will be attempted until the primary objective has been completed," the Rhino stated in its own voice.

 _Oh, there's a guy giving it orders remotely. Aww, I was hoping for just a robot._

"You have shed our blood, Spider-Woman," Silvermane said. "For that, yours must be shed in return."

"Have we met? Who are you?"

"I am... the Don!"

* * *

The Rhino leapt upwards into the air, readying its fist to ram into Spider-Woman like a cannonball. She dodged to the side just in time as the mechanical fist got buried in the pavement.

 _For such a huge lump of metal, that was fast... wait a minute, the Don? The... Don?_

"Is this for real? You're the Don? You're the big bad cause of everything? The one with the Police Chief under his wing, and... oh no, your robot is the reason there aren't any cops!"

"You should be honored," Silvermane said as the Rhino pulled its fist out of the pavement. "A great member of the family submitted his life to this creation."

"I'm so touched I could cry," she webbed the eyes of Rhino shut. However, that did not stop it from rushing at her at all. By the time she even thought of dodging, Rhino's fist already collided with her gut.

Gwen closed her eyes and gritted her teeth. First she felt the pounding metal sending her flying, then the strike of pavement. Her stomach and back had to bear the brunt of the impact, both bathed in searing pain.

When she opened her eyes, she saw her enormous enemy standing next to her. The Rhino raised its fist again, yet Gwen rolled away in time, then webbed herself to a nearby wall.

"You can't get me from here, you giant loaf," she climbed to the rooftop.

 _At least this thing is easy to escape from. You have to take a step back, formulate a strategy. No enemy is invin... what is that noise?_

"What noise?" Gwen looked down on the street. "*&^%..."

Much to her surprise, the Rhino abandoned the pursuit of her altogether. Instead, it ran towards a car passing by, then sent it flying into a wall with a shoulder bash.

 _What's it doing?!_

Spider-Woman went down again, using a web to attach herself to the Rhino's back. With both of her hands, she grabbed the Rhino's head.

"I thought you were after me!" She pulled the head away with the strain of every ounce of muscle she could bare. "What's up with the detour?"

"Answer her, Rhino," the Don said.

"Reversion to phase one, should phase two target become undetected," the Rhino's head refused to budge, despite all of Spider-Woman's efforts.

"And what is phase one?" Silvermane smirked.

"Continuous termination of civilian life and destruction of property, until phase two target is located."

"You literally programmed it to randomly kill people?!" Gwen screamed. "Why?!"

"I know how you like to pass yourself off as a hero to the public. So every time you try to run away, the Rhino will kill until you stop."

The Rhino suddenly charged at the closest wall.

"What are you doing?" she jumped off before the Rhino rammed into the wall, destroying it. The dust covered it completely, a moment of extra time Gwen used to find the nearest wrecked car.

 _Spider strength, go!_

Though she almost fell on her knees, she managed to sustain the car above her head.

"Eventually, you will try to escape anyway," the Don said when the Rhino walked outside. "The following trail of death and carnage will show the city what a fraud you are before you die."

"Fat chance, tin can!" she threw the wreckage at the Rhino, which didn't even take a step back from the attack. The even more wrecked remains of the car bounced off it with no effect.

"Then, one day, the people shall gather around your grave and say..." the Rhino picked the wreckage up with one hand. "There lies Spider-Woman, the fool who challenged the Don!"

It threw the former car back at Gwen, which flew at her with the speed of a cannon ball. When she ducked to avoid it, parts of the metal still grazed against her back, tearing part of the costume away.

"This city... can only have one ruler!" the Don shouted.

* * *

At that time, in a second floor apartment, Jean DeWolff walked around with a cell phone. Her trusty trenchcoat and beret rested at a coat hanger; She instead wore a white shirt with black pants.

She held a cigarette in her teeth, the bite marks close to breaking it in two.

The room itself had seen better years, when its furniture wasn't decades old, and when its walls weren't covered in newspaper clippings of cases like "Phonebook Carnage".

"Out of town again!" she threw the phone at the sofa in frustration. "Just when I needed you, Matt."

"I guess I'll just wait for whatever happens," she crashed on the sofa herself. "What's on TV anyway?"

She turned on the TV, when a news channel showed her the footage of Spider-Woman backing away from the Rhino, letting Jean see the mechanical monstrosity in all its glory.

"Somehow... I thought it was gonna be something normal..."

Spider-Woman and Rhino fought in a narrow street, too similar to many others to identify. The Rhino threw punch after punch, without any response from Spider-Woman other than short jumps and sprints away. Whenever she seemed too far, the Rhino briefly switched to attacking civilians, but a quick web reminded it of its real target.

"Carter, you *&^%! This is *&% insane!" Jean exclaimed.

She rushed to her coat and beret, then stormed out to the car, not of the patrol kind, but her personal brown Cutlass. She took off as fast as she could, an action that she quickly had to halt, due to an impending traffic jam.

"Not now!" she punched the car wheel. "*&^% this city! What could be so important... oh right, the gigantic mech tearing up the city, duh."

"Screw it, I'll get there by subway," she got out of the car.

"You just gonna leave it here!?" she heard a muffled shout from a driver behind her. When she turned to respond, something else took her attention in the form of a pack of luxury cars parking in front of her house, and four trenchcoats coming out.

One of them saw her, and pointed the others in her direction. Jean swiftly took cover behind her car, just as the stream of bullets hit.

"Great, just great," she mumbled under all the screams around her, people instinctively starting their cars, which rammed in other cars, or just leaving the vehicles behind to run on foot.

"And all I've got is a taser," she took out her gun.

The trenchcoated men moved through damaged and abandoned cars, aiming to surround her. Jean, still in the crouching position, moved away through rows of vehicles. After the last row, she slid into an alley, still barely avoiding gunfire.

The thugs reached the alley soon after. The city trash comfortably laid out around a compactor, as if to spite it. The walls featured graffiti tagged across its surface: "Down with muties", "Red Skull was right", "Who watches the Watchmen?" and "I think the Hulk is kinda pretty", but no sign of Jean DeWolff.

"Damn it Steve, it's all your fault," said one of them.

"What did I do wrong? I fired full auto like everyone else here."

After a very audible growl from their leader, the four kept going through the alley, until they came to a corner. From the right, Steve was grabbed by the collar of his coat, then pushed back into his compatriots, one of whom received the full force of a taser. Another fell under the body weight of Steve who'd fallen unconscious almost immediately, and Jean threw her taser gun itself into the last remaining one. When he got hit in the head with it, she grabbed his tommy gun, and hit him with her knee, thus loosening his grip on the weapon. With a tommy gun in her hands, she aimed at the four, excluding the tasered one.

"Talk. Who sent you?" she asked coldly.

"You can't shoot all of us at once. If you fire, you'll die," said one of them.

"Shut up, man, so will some of us!" another screamed at him. "The, um, Don sent us. He said you were associated with Spider-Woman."

"The Don, huh? Fancy telling me his real name?"

"We don't know! He contacts us by radio. We're just goons."

"Typical. Well, I'm in a hurry, so if you don't shoot me," she picked up her taser while keeping aim with the tommy gun. "I won't shoot you."

She backed away through a corner on the left, never dropping the aim until they were out of her sight.

"Not like I would have shot," she tossed the tommy gun aside in disgust. "Damn guns," she spat.

* * *

"We're back with more action, folks!" Jameson shouted from the helicopter. "The police still haven't arrived on the scene! Its absence has given way to looters of all kinds, inspired by Spider-Woman no doubt!"

The cameras from above took a near perverse attention as they zoomed in on the quickly worsening city streets.

"I mean, just look at this fraud!" Jameson continued. "All she's been doing is just backing away and dodging! How is that a fight? At this rate our ratings will drop! Just like that menace to cheat the American workers out of an honest man's pay."

"But you barely pay me at all, sir," Ned mumbled.

"One more crack like that and I'll have to give you a promotion. Then fire you."

Jameson's words hadn't been wrong, or at least not all of them had been. Spider-Woman continuously stepped back from the Rhino, occasionally ducking or rolling to the side from its punches and kicks, and looking behind herself just as often. The street they were in only had a one-sided road, and buildings stacked too close together to allow for an easy escape without damaging more property, this time with people sure to be inside. The buildings themselves were in a sorry state: broken windows, destroyed walls and doors. Save nothing for the street itself, which lost all of its lampposts and fire hydrants. Somewhat far away from Gwen, one of the buildings had an abandoned construction site, the workers having presumably fled.

"If you're thinking of tiring the Rhino out," the Don said. "Don't bother. It can last for an entire day on its internal power source."

"You know, you could have made miracles with this," Spider-Woman backflipped from an uppercut. "Make paralyzed limbs work again, rebuild the wounded with extensions, implant artificial bones...instead, you blow millions of dollars on what?"

"On this?" Spider-Woman spread out her arms to the destruction around her. "This is how you rule?"

"Their homes would crumble. Their lives would wither, their struggles forgotten both by time and history. The future is ungrateful, meaningless, and futile. Only the strongest of society can shout in the face of time loud enough to be heard, even if for a moment. I'm just picking up the pace."

"Aren't you a ray of sunshine?" Gwen looked back, the construction site was right behind her.

 _Good, I'm finally here._

Spider-Woman confirmed with a look and a sense of relief that the place was devoid of workers; no one wanted to be an unwitting casualty of a superhero battle. All the equipment, including a wrecking ball crane placed next to a huge pool of wet cement, had been left in place.

 _Exactly what we need._

"Hey you, tall, big, and ugly!" Gwen jumped closer to the pool. "Come get me now!"

The Rhino swung its fist horizontally, to which Gwen jumped back, landing in the pool itself.

"Oh no, if only a big strong robot would come to the pool with me," she gave her butt a slap.

The Rhino leapt at her, but because she webbed away in time, it landed right into the cement, both of its arms deeply submerged in it.

"How could it be baited so easily?!" the Don roared. "Get up, you idiotic machine!"

Gwen jumped on top of a wrecking ball.

"Behold, millions of dollars about to be totally wasted!" she set the ball forth with a little push. It accumulated speed very quickly, crashing into Rhino with full force...

And bouncing off with no damage to anyone other than Gwen, who got pushed off the ball by the post-impact vibrations.

"But... that would destroy a house!" Gwen slowly got up from the ground. "What the *&^% are you made of?"

Eventually, the Rhino wrestled its arms out of the cement. It faced Gwen again, as if nothing had happened.

 _Well? What do we do next?_

Her Spider-Sense buzzed at her to no end as the Rhino swung its massive fist once more. As before, Spider-Woman tried to roll aside, but part of the fist still collided with her.

"Aaargh!" the attack forced her on the ground, grazing her right elbow and knee, and making the wounds visible through the tear of the costume. Though she wasn't knocked away as far as from a direct punch, she still felt the power of the blow.

 _We're running out of time, Gwen._

She got up from the ground again, even slower than before. The Rhino towered over her, ready to strike again.

"Well?" the Don said. "Finish her!"

The Rhino stood in place. Its blue eyes slightly faded, and a noise came from its chest, resembling severely muffled human speech.

"Looks like he wasn't suppressed quite yet..." the Don growled. Back at his tower, he pressed a few buttons on the keyboard. "This is why machines can't be trusted to do a man's job."

"Why would a robot need suppressing..." Gwen mumbled while limping away. "Who cares, a chance is a chance. Gotta bolt, gotta regroup, think of something..."

She limped her way out of the construction site, and onto the road.

"What can we have heavier than a wrecking ball..."

She felt the Spider-Sense buzz again, weak and fading, followed by sounds of an engine. They came from a green fuel truck stopping just before it would run her over.

"Is the giant robot here?" the driver poked his head out of the side window.

"Yup..." Gwen responded.

"Okay, thanks," calmly, he got out of the car. "No salary is worth getting blown up over."

Then he adjusted his sunglasses, and strolled away.

"Did he say 'blown up'?" Gwen whispered.

She appraised the now empty gas tanker.

 _Oh no._

"Oh yes," she got inside the car.

 _You don't even know how to drive._

"Relax, I've played Grand Theft Auto," Gwen pressed what she thought was a gas pedal. She turned out to be correct, or at least enough to drive for the moment.

"Good so far," she spun the wheel to turn in the direction of the still standing Rhino.

The steering proved to be on the difficult side, something to be expected in a bulky vehicle not built with mobility in mind, much less the administrations of an inexperienced girl still in her college years. The controls felt something akin to a badly-programmed ice level, where movement was stiff and required a chess player's intuition on how early to plan a move.

Regardless, there was just enough mobility on Gwen's part to keep the truck from exploding before she reached her target.

A scant ten feet from the Rhino, she leapt out of the open door, webbing with the motion as she swung to a partially-completed rooftop. Meanwhile, the driverless truck careened to one side, missing the Rhino by two feet, instead ramming into a bulldozer, tipping on its side as it went.

Without hitting the Rhino directly, Gwen wasn't certain if the outcome would have been different, but as it was the sparks made on impact were sufficient in setting the tanker ablaze.

The brightness of the explosion forced Gwen to cover her eyes, a good thing too as a shower of glass and rubble from the windows that had been shattered on impact were blown her way by a gust of wind.

 _That was really, really stupid Gwen. A little fun, but stupid._

She descended from above to the uneven ground, limping and slow more out of exhaustion than from her wounds, though those too were starting to chip away at her resolve.

Behind her, the fireball grew in size and intensity. In the midst of the few seconds it took for the truck to go up in flames, she'd not seen what became of the Rhino. She could only hope for the best, but Gwen had the sinking suspicion in the bottom of her stomach that he'd be back to following her.

As before, she'd take the time she had to come up with another plan.

She felt a throbbing headache creeping up her neck.

* * *

Above the wreckage, Jameson was taking as many pictures as he could of Spider-Woman caught in the act.

"Sir, we should... really escape..." Ned said from the helicopter.

"Nonsense! This will be the greatest scoop since the discovery of Captain America!" Jameson responded. "Nothing says 'Spider-Woman is a menace' better than a literal explosion!"

"But we might die!"

"The pursuit of truth demands a noble sacrifice from time to time."

"My contract doesn't mention noble sacrifices!"

"Yes it does, article fourteen dot five."

As dizzy, hurt, and tired as she was, Gwen discovered that there was nothing quite like the click of multiple guns locked and loaded to get someone's attention.

Four cohorts, (two men and two women) held shaky aim at Spider-Woman with their Beretta pistols from inside a hardware store.

"Stay back!" one man said.

"Looters," Spider-Woman faced them. "Why am I not surprised?"

The looters were dressed in simple street clothing; jeans, t-shirts, hoodies. One of them, a woman with long interweaving red and blond hair, held a much firmer aim than the rest of them.

 _Must be their leader._

She dressed in a red tube top under an unzipped black hoodie, torn up red jeans, and black boots. A large amount of eye shadow was used to cover scar tissue around her eyes.

 _Ow, the edge._

Spider-Woman glared up at the group. She really didn't have time for this.

"Are you people serious?" Gwen said. "Did you not see the rampaging mech outside? Twelve feet tall, made of metal, hard to miss it."

"So? There aren't any cops around," their leader said. "It's a regular all-you-can-loot buffet over here."

"Won't be worth much if it costs you your lives."

The faces of the looters turned towards each other in a sudden bout of nerves, except their leader, who faced Gwen down.

"I don't think we've met. I'm Diego. Spider-Girl, right?"

"Woman."

"Whatever. Look, don't be worried about us, If there's one thing we do know, it's how to stay low. we've survived the Don, we'll survive this."

"Great, because the Don happens to own that thing!"

Diego paused. Even her stone-cold expression gave out a crack.

"What? That? That... is his?"

"Yup," Gwen nodded. "And it's coming here anytime now. And if you think you can outrun it, you're in for a Darwin award."

"So why aren't you fighting it?" Diego asked.

 _Because ninety percent of our body are in pain, every option we've tried didn't work, and this costume is seriously falling apart. And you need...a distraction._

She gave a bitter, self-mocking laugh at that. "Fighting implies a chance to win."

"That...isn't the case here. I'm doing my best, But I would really, really appreciate not getting shot at," Gwen said. "Sure, let's say you shoot me, then what? Who's gonna protect you against the Don's metal monster?"

"So what now?" Diego said. "Gonna try to make us surrender or something?"

"Please, I've got bigger problems than a few stolen TV sets in a time like this. Get a sense of scale. I'm just gonna ask, what do you know about the Don?"

"I survived," Diego said in a grave-cold tone. "Not your business."

"Look, you probably want him gone. Right?" Gwen asked. "So let's just ta..."

Gwen heard rustling behind her, then loud stomps.

"Spider-Woman!" the voice of the Don echoed from a distance. The Rhino emerged from the flames, the only signs of damage were small cracks on the chest armor, and a few torn tubes on the limbs. The Rhino walked in her direction, with an ominous slow pace. Yet instead of engaging in a fight again, Spider-Woman swung away.

"Of course," the Don said. "That was inevitable."

"Holy *&^%!" one of the looters screamed upon seeing the Rhino.

"Rhino," the Don noticed the four. "Kill them."

"Affirmative," Rhino said. "Adjusting target parameters. Four targets acquired. Engaging."

As one, the looters instinctively fired at the Rhino without a word.

Gwen, from using the nearby wall as a vantage point, resigned herself to the grim knowledge that they'd not be getting out alive, knowing the attempt was futile.

Though most bullets merely bounced off its armor, amazingly, one bullet made it through a front crack.

The Rhino froze in place again.

"Damage... assessing... assessing... damage... aaar... aaaargh!"

It fell on its knees, its hands grabbing its head. It screamed in a voice that, though still mechanical, displayed an unmistakably human emotion. The blue lights on its body faded away.

"What's going on?" Diego and the others suspended fire. They used the time to assume cover behind shelves and tables of the store.

Spider-Woman echoed the sentiment in her own mind, equally as confused as were the looters and apparently, the Rhino.

"Where... where am I?" it spoke through heavy breathing. "Why is everything... blue?"

"The screen is going ballistic..." the Don said. "Rhino! Status report!"

"Who... said that?" the Rhino asked.

"The suppression is completely off..." back at the tower, the Don went through screens, trying to find the answer. "How is that possible..."

The Rhino looked down on the ground it just knelt to.

"I'm not that tall..." it noticed its robotic feet and torso, then put the hands forward. Then, without a word, it slammed them both onto the ground. The pavement easily gave up to the power of its fists, as the Rhino kept punching the road on and on.

"Reboot suppression protocols. Battle Suit, restart," the Don pressed a red button.

The Rhino put its hands down. The neon blue glow shined again.

"Reactivation complete," the Rhino reverted back to the monotone voice. "Engaging phase one."

The four stiffened, fingers poised on their guns.

"I need you to buy me some time! Keep it busy!" Spider-Woman said in a rush.

"What?"

"I don't know what you just did, but please keep doing it! I'll be back with something better, I promise."

"If you wanted us to die, you could've just said so," their leader glared at her, gun in hand.

"Please, five minutes. Give me that, and you can leave with whatever you can carry, with or without me."

"Screw that, let's just kill her," Diego said.

One of them, a short boy that looked to be the youngest around sixteen in a sweatshirt, jeans, and a baseball cap suddenly spoke up.

"Diego, wait!" The three others glared at him.

"Don't act like a kid, Nathan. She just wants to leave us for dead."

Nathan for his part fidgeted, nervously adjusting his cap.

"I...I think she's telling the truth. Remember when my uncle's jewelry shop got smashed up by the Don's trenchcoats?"

"That wouldn't have been damaged if Spider-Woman hadn't shown up," Diego pointed out.

"Well, yeah," Nathan continued. "But she scared off his goons. And she said she'd be back if they ever messed with him again. And you know what? She came back and did exactly that."

"Sorry about that," Gwen said with a light flush to her cheeks.

"Nah, that's okay. We didn't know what he'd do about the insurance, but lucky for us a nice lawyer defended my uncle and got it paid for. So, when she says she'll be back, I believe her. She's a hero, Diego."

Her subordinates looked at Diego expectantly, trusting that their leader knew what to do.

"Fine." Diego gave a stiff nod. "But you'd better be right."

Gwen could have almost kissed him in gratitude.

"Five minutes and we're gone. Or if we can carry more and leave, whatever comes first."

Spider-Woman returned the nod.

"What are you waiting for, you're on the clock starting now!"

"You in there?" Diego aimed at the Rhino. "You burned down my house, you *&^%!"

The expletive was cut off as they all opened fire on the Rhino.

* * *

Inside the Allan Pizza, six police officers shared a large-sized barbecue special, Chief Carter enjoying a drink in their company. A small TV above the bar stand showed off the Rhino's rampage.

"I don't like this..." one of them said. "We're partying when that is out there."

"Do you wanna die, Will?" another cop said. "This isn't our problem. Just enjoy the free meal."

"Paul, we can't just sit back and watch. People are getting killed out there. Either by this huge thing, or Spider-Woman."

Paul shrugged. "Whatever, man. Some of us have families to feed."

"Chief Carter!" Jean pushed the doors of Allan Pizza aside. The guards almost drew their guns, but upon remembering a squad of cops dining inside, decided against it.

"Jean?" Carter whispered in surprise. "Excuse me for a second."

He got up from the table, approaching Jean.

Their eyes met, unblinking and defiant. The clatter of silverware aside, there was silence between them, until Carter broke the stillness.

"What are you doing here, detective?" he asked coldly.

"We have to talk. In private," her tone was even colder.

They both entered the restaurant's storage area. There was no one else among all the freezers and boxes.

"What game are you playing, Jean?" Carter locked the door.

"I'd say a first person shooter. You know, from your thugs trying to kill me."

"My thugs? Oh no, you mean..." his tone quieted. "But why would he..."

"Your so-called 'higher-ups'. Otherwise known as 'the Don'."

Carter paused. His face showed no emotion, just a cold, undenying acceptance.

"I made a move that was best for the city. It is not your place to judge me, Jean."

"I bet all the innocents you let die today appreciate your efforts," she walked right to his face.

"The city will be safer once Spider-Woman is out," sweat ran through his eyebrow. "She is a criminal. An enemy."

"And you aren't? You have willingly allied yourself with a crime lord..."

"Willingly? You'd call that willingly? You're telling me you forgot what happened before..."

"Before all that 'higher-ups' talk! I remember! When you lost your *&^% dignity!"

"I have made the only logical choice."

"To try to get me killed? Is that how you treat your partner?"

"What? I didn't order to get you killed," he said, confused. "I meant my cooperation with the Don."

"You didn't? Then who did?"

"Him. All I told him is that I thought you might be associated with Spider-Woman. I had no idea he tried to kill you. *&^%, Jean, I'm sorry." Carter grimaced, his tone a touch warmer.

"You're sorry? That's it? You've allowed all this to happen. George would've never..."

"Stacy is dead!" Carter's breathing became heavier. "Don't you understand that? I'm not him. I'm nothing like him. I only do what must be done."

"What must be done now is us getting off our *&^%."

"We'll get killed."

"No, not to fight the robot. To evacuate people, to stop other criminals. To *&^% protect and serve. Like we used to. You want to help the city, don't you? Can't we be heroes again?"

"Heroes..." Carter mused with a ghost of nostalgia. "That'd be nice."

* * *

Spider-Woman swung aimlessly around the area she left Rhino in, looking for anything that just might help her. Yet, through rows and rows of unremarkable buildings, nothing of the sort appeared.

"I have to go back," she landed on a rooftop.

 _Why?_

"There's nothing here. I thought I'd get a chance to regroup, think of something... but... there's nothing," Gwen walked on the rooftop.

 _If you come back, you'll die._

"I can't sit here either. Those guys are there, with that thing still..." she grabbed her head.

 _They were just criminals._

"Oh no... of course, how would they fight it?"

 _They were nothing, but looters._

"What have I done? How could I? I left them..."

 _No. You made a pragmatic choice._

"I left them to die, don't you understand! Just like I left dad to die! I have to go back. Now!"

Gwen was just about ready to swing away, until her Spider-Sense made the hairs on her neck prickle.

"I wish to speak with you," she heard in her own voice. Behind her, another Spider-Woman stood with a backpack half her body size.

"You, of all places...I don't have time for your riddles, Chameleon. None."

"Your chance of victory is low, do not deny it."

"First of all, morph back."

"Of course, I shall do so," with a flash of light, 'Spider-Woman' became Chameleon again. "You are far too sensitive, that is not a useful trait in your occupation."

Gwen assumed a battle stance in response.

"Unwise," the Chameleon said. "You are wounded in many ways, your costume will fall off at any second, and each passing moment of your delay may cost lives. I am here to assist."

"Why the *&^% would you assist me?"

"It might be difficult to accept from our... semi-last encounter, but I do not wish your demise. There are forces at work you do not understand, but they do not seek your death."

"Oscorp," she said flatly.

"Cut to the chase, now,"

"A truce. I am a neutral party in this conflict, merely offering assistance."

Gwen looked at their malformed face closely. There wasn't even a hint to Chameleon's motives, just the same blank expression as before, with a vague hint of friendliness.

"Accept, and this is yours, no strings attached."

The Chameleon opened the bag they were holding. From there, they took out a long black rifle, the one Spider-Woman remembered seeing during her last encounter with the Shocker.

"I am here to give you this. Undoubtedly it will prove more useful than the common pistol."

 _That... might actually work. However..._

"What else is in the bag?"

"More weapons like this one. Do with them as you choose, I suspect these will provide a much higher possibility of success with the Rhino unit."

"How do you know about..."

"I have been observing the Rhino, on behalf of my...employer."

 _You can't listen to Chameleon, it sounds like a..._

"A trap? Perhaps. Perhaps not. I'm done listening to you."

"To me?" the Chameleon would have raised an eyebrow if they had one.

"No. Not to you. But... why should I trust you?"

"Because you have no choice. As you've said, we don't have time for this. And... well, you may think of this as an apology for framing you to begin with."

"Give me the bag."

* * *

Bullets, shouts, and demolished electronics rang out in the abandoned store as the looters hid behind shelves to avoid the Rhino's attacks, while laying down pistol fire in hopes to hit a weak spot of some kind. Yet their resistance was short lived, as the Rhino cornered all of them to a wall.

"Did you really think you stood a chance?" said the Don, the Rhino holding Diego by her throat.

"*&^% you," she spit in his face.

"Terminate her, Rhino."

"Affirmative. Adding new target..."

"Hey! Tall, big, and steroid-addicted!" Spider-Woman waved to the Rhino from outside the store. "Come get some!"

"Phase two, reengaging,"

The Rhino dropped Diego, then charged at Spider-Woman as fast as it could.

"You're late, Spider-Girl!" she managed through a lungfull of air.

She ran away from it, to the side of the store, and leapt into an alley. The Rhino pursued her with such speed that turning to the side became difficult without crashing into a street light, yet by the time the Rhino reached her location, Spider-Woman was gone.

"What is going on?!" the Don shouted. "Locate her!"

At the same time, Spider-Woman, with a black backpack on her, jumped through a store window.

"You got a lot of nerve to show up here again," said Diego, massaging her swollen throat. "You left us to die, you *&^%!"

Instead of responding, Spider-Woman merely tossed the backpack to her, which she caught in one hand.

"What is this?" Diego opened the backpack. "It'd better be worth...holy *&^%."

"Laser rifles," Gwen said.

"You raid a Star Trek convention or something? These can't be legit."

Out of curiosity, Diego aimed the rifle at a soda can. In an instant, a thin stream of energy poured from the gun, melting the can into a clump of white-hot tin, the liquid inside evaporating into a cloud of steam before the metal touched the floor."

"Get the *&^% out..." Diego drooled over the shiny laser guns. "I'll take this one and name it 'The Sledgehammer!' Wait... why are you giving us these?"

"Why do you think?" Gwen replied. "These babies can fight that huge-*&^% robot that's after us. With these, we can fry its cybernetics from the inside by attacking its joints and cracks. And I need more than one pair of hands for this."

"Now listen up," Gwen added as the other looters took their rifles from the backpack. "There's a certain finesse to these things. Don't hold the trigger, fire short bursts. An... associate of mine tried to hold once. It wasn't pretty. And you must also focus on our enemy's legs. We need to stop this thing from running around first. Got it?"

"Got it," all of them primed the rifles when the Rhino smashed through a store wall.

"But now..." the Don said. "You were just... doesn't matter."

"Now!" Spider-Woman ducked. Beams of green energy hit the Rhino one after the other, evaporating parts of metal armor they were hitting.

"What is this? There are..." the Don said. "Oscorp weapons!"

In spite of the laser fire, the Rhino crossed the distance between itself and Spider-Woman too quick for her to dodge, thus managing to grab her by a leg. With a spin, the Rhino threw her at a wall behind itself.

"Keep firing!" she screamed before the pain of the impact silenced her. She crashed into the wall by the side, sparing her back from most of the force, all of which was felt by her right arm. It resonated in a raw severe agony just before going numb altogether.

 _Not again..._

"It is over now, so very soon," the Don said as the Rhino marched at Spider-Woman, and though the beams heated the metal at its legs, they didn't hinder it from moving as it pleased. Spider-Woman, however, barely felt her knees.

"I must thank you, Spider-Woman. As much of an inconvenience as you are, you've given me a reprieve from an old man's misery. None of us are meant for this world for very long, some more than others, and I more than most. Yet in this moment, I feel so alive!"

She attempted to quickly rise up and punch the Rhino with the other arm, yet such an attempt caused an even more severe agony, while not even budging the Rhino from its spot.

 _This is going to be such a health bill..._

"The youth never ceases to fascinate me," the Don smirked. Spider-Woman limped away from the Rhino, but not enough to avoid its right arm swipe. Knowing that due to her Spider-Sense, she used maximum focus to slow the attack, so she could duck it.

"You throw your lives away like you have lived it all, and yet..." the Don continued to speak. Gwen webbed the nearest remains of a television set, then flung them at the Rhino.

"Yet, because of that, your candle burns the brightest," the attack did not faze the robot at all.

"So you're..." she attached a web to a wall away from them, then dragged herself by it, grazing her knees even further. "A *&^% philosopher... all of a... sudden..."

"It is a shame that you must die," the Don said. "A certain brashness, foul language, and a distaste for refinement... you remind me of Stacy so much."

 _What... did... he... just... say?!_

"You knew my... you knew George Arthur Stacy?" she turned her head to the Rhino. "Of course... it was you, wasn't it?! You killed him!"

"How baseline and naive... if you only knew..." the Don's tone changed to a tranquil rage.

Without another word from the Don, the Rhino stepped towards Spider-Woman once, but refused to budge for another step.

"What?" the Don brought up a status screen. It showed a blue silhouette of the Rhino's body, with both of its legs blinking red. "Overheat?!"

"Finally..." Gwen said. "Sure, the laser can't penetrate that *&^% hide your toy has, but boy, can it fry some sensitive electronics in there. And if there is anything our smartphone generation knows, is how to break our favorite toys."

"Kill her!" the Don screamed. "Kill her now!"

The Rhino fruitlessly flailed its arms, before falling over in front of Gwen. It attempted to smash ;her from its position, but by trying to crawl on the floor, it did nothing but send a series of cracks through the floor's surface.

Diego and the others focused fire on the rest of the Rhino's body, until it ceased moving its limbs at all.

"Now..." Gwen stood up on her feet. "You shall tell me. Former Police Chief George Arthur Stacy. Did you or did you not kill him?!"

"You crave the answer so much..." the Don's speech became distorted and full of static. "Obviously, you cared about him... Who are you, really?"

"I am... that's none of your business, you *&^%! Just say you did it! Why else would you deny it?!"

"The one who did it... that debt shall soon be paid. If you survive till then, I might tell you."

"Never mind... I'll pry the answer out of you myself!"

"Ah ha ha ha... I would love to see you try. George Stacy knew me as Silvermane, now, so shall you. I'm looking forward to our battle. May it be just as glorious."

 _Silvermane? Allan Silvermane? That old guy?_

"He... knew you?" she asked, her voice lacking confidence.

Static was her only response.

"There goes that," said Diego. "Now there ain't any *&^% hardware to loot here. On the other hand, laser rifles."

"Yeah... you keep those..." Spider-Woman limped out of the store. The looters followed her out.

"You're all heroes in my book. Thanks for doing the right thing," said Gwen.

"You know, you're alright for a superhero," Diego patted Spider-Woman on the shoulder. "I'd invite you to my house, but, well, fire."

"Thanks for the offer anyway. But there's a bed with my name on it," she fired a web to a rooftop, just barely getting enough momentum to swing away. Miraculously, she landed on the rooftop on her feet regardless.

She heard gunfire behind herself, then the familiar sound of a beam. On the street she just left the looters engaged in a gunfight with the police, both parties using wreckage as cover. Jean and Carter were alongside the cops present.

Looking at the two sides from below, she wasn't sure who was on what side anymore. Maybe there weren't any sides for most people, just those caught in the middle.

But no doubt there were truly good and bad people, like her father and the Avengers, and the purely evil like Doctor Doom and Silvermane.

For the sake of her ability to sleep at night, she had to believe that.

"Jean... can handle... this..." Spider-Woman limped away.

She'd think about the consequences of arming street kids with advanced weapons later.

* * *

"Today, dear viewers, is my new birthday!" Jameson shouted from the helicopter. "You know why? Because I have proof, captured on tape, for all the world to see! Spider-Woman is in cahoots with looters and gang members!"

"Can we go home now, sir?" asked Ned.

"Urgh, should have gotten Parker to fly this thing. Kid's got stones, unlike you."

"I'm pretty sure that's ille..."

"Fly us back already! This footage deserves a picture frame!"

The helicopter left without covering the ongoing gunfight, which wasn't going in the police's favor due to laser beams piercing their cover. The cops had to constantly move to avoid getting hit, while the looters could engage in a slow retreat.

"They're getting away!" Carter aimed his revolver, but was pinned down to his cover before he could fire.

"Not how I pictured saving the day..." Jean growled, while moving from one burnt car to another.

"You'll never take me alive, you *&^%!" Diego screamed.

"How do you have these weapons?!" Carter shouted back.

Diego and her thugs slid into an alley without responding. None of the cops pursued them, the lack of covers made the looters too risky to chase.

"Did you see that?" Carter said to Jean as the two approached the store. "They walked out with Spider-Woman. What was that all about?"

"I don't know," Jean said, her head knelt down.

"Anyway, go get reinforcements. I ain't about to let some laser-tossing thugs roam around in my city."

Jean walked away, the other officers followed her as well. Carter entered the remains of the store, keeping his nose closed from the smell of melted electronics. The defeated Rhino laid on the floor, not moving.

"I'm gonna have to retrieve this somehow too..."

* * *

Back at Oscorp Tower, in one of Emilia's laboratories big enough to be a hangar, Emilia herself sorted out various objects: packed missiles, grenades, and parts of metal wings. Next to her, there was a chair with tubes and wires attached to it. At the end of the wires where they conjoined, there rested an enclosed beaker with a vial inside, containing a thick black liquid.

The near-silence of mechanisms at work was disrupted by the ringing of a phone.

"Yes?" Emilia answered it. "She won, you say? Excellent. Engage next step now. There is no more time to lose."

She put the phone down, then put on a labcoat on herself. She took the vial, then walked past a contraption consisting of a metal rocket with two wings attached to the side and a stylized dragon head on its front. Then she passed an identical contraption, much bigger and possessing slots for placing various weapons.

She approached a table with a microscope and a few cell samples. Emilia placed one under the microscope, then took a sample from the vial and placed it near a normal organic cell.

The black cell immediately devoured the organic cell, then dissolved.

"Another failure..." Emilia said. "Doesn't matter. I don't need it anymore."

Soon after, her phone rang again.

"Emilia, come see me," Silvermane spoke on the other end.

Silvermane himself presided at the top floor, over the table with the holographic screen. Besides static and the text saying "Lost Signal", it displayed nothing.

"I am here, my Don," Emilia had come through the elevator doors.

"It appears that the Rhino unit has been destroyed," Silvermane said calmly.

"That is... unfortunate," her response was equally emotionless.

"I wonder, how could that have happened?" the screen changed into a still picture of the looters firing their rifles. "I presume you have a very good explanation for this."

"Spider-Woman had broke into Oscorp Tower several days ago. She has destroyed a storage room and presumably, took some of the equipment," she explained coldly.

"I see. Strengthen the security. That won't be the last break-in of hers."

"Will that be all, my Don?"

"Not yet. This has been a failure on all accounts. The unit you created failed in its very first mission, not to mention some of our weapons are undermining the status quo I have worked my entire life to establish. Is this the kind of 'efficiency' I am to expect from your son, Emilia? Is this the world I shall leave behind?"

She glared at him with the intensity of a beast knee-deep in bloodlust.

"Remember," Silvermane continued. "You're the one who needs that inheritance. Not me."

"This..." Emilia said. "Hasn't been a total failure. We have recovered a name and explicit location of someone clearly associated with Spider-Woman. Someone I have reasons to believe is a key ally to her."

"Who would that be?"

"Daily Bugle photographer, Peter Parker."

* * *

Spider-Woman still limped on the rooftop, her eyes constantly attempting to close down.

"The concrete feels like a cushy futon... traffic noise like a lullaby... maybe I should take a nap here..."

She stopped to catch a breath.

"Why can't a superhero take a taxi... who cares how I'm dressed..."

Her head hurt in several different ways, between all the aching and stinging, the quiet hum of Spider-Sense went by completely unnoticed. Yet, the sharp pain in her shoulder she felt immediately afterwards, didn't. When she slowly tilted her head to at least see the source of the attack, she saw herself. She knew what that meant, but by then, all she could do was fall down on the rooftop.

And close her eyes.

 **The End.**


	9. Runway of Deception

**Disclaimer: We are not Marvel.**

 **#9:Runway of Deception**

"Asolutely not!" shouted the elderly woman, directing a scowl toward the source of her disgust.

The speaker's greying hair had been tied into five braids. Surrounded with her merchandise, she stood at the store's counter.

"Please! I could design for you, I could transform this store..." the red-headed girl pressed. She'd worn her hair shorter in those days, choosing for herself a white overcoat, light gray skirt, with a pair of white boots that reached her knees, and a short silver chain carrying a pendant of lapis lazuli.

"I don't need any help, let alone from high school girls... college girls... whatever it is you are. Go and scram already!"

Mary Jane left the store in dejection, her gaze focused on the city street in a posture that was very unlike her.

"Maybe I should..." she wiped the rain water off her face. "Maybe I should just move back with my parents."

The thought alone made her tremble in both agitation and disappointment. So much so in fact that she missed the sounds of loud footsteps right behind her.

"Duck!" without another moment of warning, a girl rushed at her from behind, tackling her to the pavement.

"Ou! That hurt!" Mary Jane shouted at her assailment. "What's the big idea?!"

Her words went unheard over the din of gunfire.

"That," the girl said. She wore a ragged brown hoodie with a grey backpack loosely-hung on one shoulder, torn blue jeans and a pair of sockless sneakers. As a whole it certainly gave Mary Jane the impression she was used to living on the streets on her own.

More significantly, she saw that her strange companion was busy pelting what for all the world looked like streams of webbing from her fingertips at the three trenchcoated thugs behind them both. The webs hit one's face, another's gun barrel, and the third's knee - blindsighting, disarming, and staggering them in that order.

The last shot lacked enough force to trip her target however, leaving the gangster unaffected and readying his weapon.

The girl mumbled a curse under her breath, before simply picking up Mary Jane from off her feet like a bride.

"P-put me down!" Mary Jane protested, feeling disoriented through her tilting field of vision.

"Oh I'm sorry, do you wanna get shot, princess?!" the girl dashed into an alley, just in time to dodge the incoming bullets, attaching herself and her hapless companion to a wall. Before Mary Jane's bewildered mind could parse the sensation of balancing sideways on a horizontal surface, the girl was already jumping wall-to-wall before reaching the top of a roof, giving the two girls a moment to find their senses. This took somewhat more time for MJ, reeling from the jolt in activity she found herself in the last forty-five seconds.

"Steve, you'll be telling the Don about this!" she heard one of the trenchcoats say, before the three were heard running off.

"Y... You can put me down now," Mary Jane said with an audible gasp for breath.. Her companion did just that with a non-committal shrug.

"These clothes are so ruined... What was all that about?" MJ asked, a note of panic evident in her voice as she took measured breaths to steady her nerves. "They were shooting at me? Who were they? Why were they shooting at me? How did you jump like that? What was that white stuff? Who..."

"Whoa, slow down," the girl said. "One question at a time would be nice."

"Fine, fine..." MJ found her pulse slowing as the immediate shock of events faded.

"I'm Mary Jane Watson. Who might you be?" she gave her savior a smile that was only slightly forced.

The girl pulled down her hood, (an act Mary Jane suspected wasn't normally done in front of others) revealing a shock of long unkempt blond hair that swept across her face.

"Name's Gwen." she brushed the hair from over her eyes with the swipe of a wrist, before extending it out to Mary Jane, palm up. "Gwen Stacy."

* * *

As expected, MJ made the bus on time, but only just. She walked through the bus stop in brisk strides, her black boots clacking across the gravel.

She squinted through the mid-morning sun, her blue eyes sensitive that time of day.

Her black dress, gloves and boots made her stand out somewhat among would-be passengers crowding around her. If the attire hadn't done the job, her luggage full enough to occupy a neighboring seat would.

For the time being, MJ was grateful the center of attention wouldn't be focused on her exclusively. In truth, that day was hardly the ideal time to prove her worth on the royal runway, not after Gwen hadn't come back.

 _No, it wasn't the first time, and it would certainly not be the last._

The bus had filled quickly, as to be expected, but there had remained to her some immediate space. Perhaps it was due to her appearance - she looked more like a weary business executive late for a meeting than an aspiring model. She blamed it on her worsening mood, her parents had said she looked older when she didn't smile.

While the space was hers, she swung her legs across the seat to her left, resting her head on her bag.

Those that knew her would have gleaned more about the thoughts troubling her mind through posture alone than an hour of pleasantries.

Try as she might, the thought did little to comfort her.

Mary Jane sighed, trying to take in the dull purr of the engines, to bathe in the sound and wash off her distractions. At least loll her to a semblance of sleep.

The end result reduced her to a semi-conscious state where dream merged with memory, occasionally jolted awake with the clamor of people and traffic.

Mary Jane spending an afternoon with their meager funds, buying her modest if eye-catching outfits she knew Gwen would like, only to find the apartment floor strewn with scraps as she'd cut designer jeans into ragged shorts.

The first time she'd had her roommate's lethal attempts at making dinner.

When she found herself forced to put her sewing skills to the task of sealing a slash across Gwen's back.

Or when she'd spent a bit more time than strictly necessary measuring Gwen's figure for her first costume. After a time, she roused from her fitful sleep. Someone had switched on one of the mounted TV sets. Following a rather confusing advertisement (something about a dog, a bottle of wine, and a bike with a flat tire), a news report by the Daily Bugle a notion that made her consider going back to sleep as a more productive use of her time.

* * *

"This is field reporter Ned Leeds, and we're on the site of an event that shook all of New York yesterday. The city has faced many incidents of extraordinary attacks, but events of such a scale are still something to behold." MJ sat up straighter in her seat, gently rubbing her eyes so as not to disrupt her mascara. The camera focused on the rubble around him, cracks splitting through the cement. Zooming in on every broken home and demolished store, the damage done to this street alone would have led many to conclude it had been struck by a sizable earthquake.

"A gargantuan robotic menace appeared out of the sky, terrorizing the citizens of New York before setting its sites on well-known super villain Spider-Woman. And though the battle ended in the latter's favor, the situation has taken a very disturbing development. We have the Chief of Police for further information. But before we get into the aftermath, Chief Carter, could you give us a comment about concerns of the giant's origin? Some of our viewers believe it was produced by the Silver-Oscorp Conglomerate." Ned gave the microphone to Carter.

"Thank you," Carter coughed into the cuff of his uniform. "I can assure you all that those so-called claims are nothing less than the baseless drivel of online conspiracy theorists. No ethical company would ever create such a monstrosity, let alone deploy it indiscriminately. This is nothing new as an accusation, and I can assure any concerned viewers that these baseless rumors are conjecture at best. These claims have proven wrong in the past, and will be deemed likewise, just as before."

"Do you have information then on what could be the real cause of the attack?" Ned asked.

"We are investigating the matter. So far, we suspect various terrorist organizations, such as the Ten Rings or the Brotherhood of Mutants."

"What happened after the battle?"

"When we arrived on the scene, we had found Spider-Woman in the company of known gang members, in possession of weapons that are... normally unobtainable on the black markets. We have reason to believe these weapons were illegally distributed by the criminal herself."

* * *

"What a load of bull..." Mary Jane mumbled.

She tuned the rest out. She didn't have the patience to sit through the latest half-baked rant from the Bugle. The mention of Oscorp, gangs and weapons gave MJ a moment's pause.

 _She can't be behind this, can she? We've been over this kind of thing, she promised me she'd stay out of any more crimes._

 _Gwen was fine, she just hadn't come home last night. When she returned home with the support from a magazine or two, Gwen would be asleep on the couch after some colorful adventure or another... making a mess of the place no doubt._

"Are you ok?" she texted to Gwen. It went unread like the last five texts.

"I am sorry, but Gwen gave this number to me in case of emergencies." she texted to Jean DeWolff next. "She hasn't been home for the whole night. Do you know what could have happened to her?"

"No idea, kid," Jean replied a minute later. "I'm looking for her too. Let me know if you find anything."

The reply left Mary Jane deep in thought.

 _Why would she disappear like that? She won the fight, right... So what happened?_

Of course there was always the thought in her mind that she did her utmost to ignore that insisted that this wasn't just another petty crook or ranting lunatic, but a machine bent on killing that had left its mark on Times Square.

The bus came to a stop in front of a theater, sticking out amid a long line of cars looking like they belonged either to a player in politics high-up in the corporate food chain, or both.

Though the driver had already announced the stop, Mary Jane lingered in her seat for a moment.

 _She'll be fine. Right?_

 _I need to be here, not for Gwen, but for me._

"Hey gothic girl!" the driver shouted. "This is the last stop! You're wasting my lunch break!"

"Huh?" Mary Jane noticed she was the only remaining passenger. "R-right! My apologies."

MJ pulled her luggage out, soon joining the crowd heading into the building. A neon sign proclaimed the place as "Donovan Theater" in an archaic font. Mary Jane was not about to argue with the red neon logo above, the impressive entrance boasting a silver-trimmed archway, the lines of small stained-glass windows, or the red carpeting that stretched out into the building proper, and especially the two female guards in black suits that were politely asking for invitations. Each entrant stepped forward to pass on their glossy cards; the exception was a middle-aged woman dressed in identical attire.

Her snow-white hair was tied in a practical knot, prominent eyebrows of the same color framing a set of passive brown eyes, and a confidently relaxed expression with the suggestion of a smirk.

The last to arrive drew considerable interest to the crowd. From a blue limousine stepped out two men; one of them unmistakable as anyone other than Roderick Kingsley who left the limo first. The second man was a bit shorter than Kingsley, his unguarded expression betrayed his youth, as had his excessively-gelled brown hair that overcompensated to keep its short length upright.

Kingsley wore his perfectly-tailored black suit, striking in how unadorned it was by a man that could have been as gaudy as he'd liked. A red tie with purple dots was all that could qualify, otherwise there was little to be noticed other than his polished boots and lightly-combed hair.

From a certain point of view, he could be making a fashion statement of his own. There was nothing so arrogant as coming to a fashion show in casual. When everyone else must dress to impress, it was the perfect way of saying you didn't have to; not when everyone knew your name.

 _Either he's a genius, or I'm overthinking this. I think I like the first one._

His companion preferred a much more elaborate look: under a bloodred coat with a high popped collar, he wore a green silk shirt threaded with gold, held up tightly by a red vest, its surface enriched with the beaded images of black serpentine silhouettes trailing down his arms. Similar images spread through his shiny red leggings, ending just as red knee-high boots came to intersect. In his pocket he'd placed a small bottle filled with a light blue liquid of some description, the neck noticeably bulging out.

 _I could make a tasteless joke here about his appearance but..._

There was a slight damp spot where some of the contents had spilt, presumably the cap hadn't been tight enough.

 _Okay several tasteless jokes, but better not._

"It seems we've arrived," Kingsley said enthusiastically. "And last too, how very fitting."

 _Oh come now, fashionably late? Guess that cliche was just too easy not to use._

"Look at them," the other man spoke in a melodiously high-pitched tone that poorly concealed the whisper in the other man's ear. He was either unaccustomed to speaking in a low voice, or simply preferred not to care.

"Look at them, so confident and carefree. Don't they know that the contest already belongs to me?"

"Of course they do, Jason," Roderick ran his hand through Jason's cheek.

"Do be careful, mister Roderick. After all, aren't you married?" Jason teased.

"Who doesn't love a good celebrity scandal?" Kingsley whispered back. "Let's go. The runway awaits!"

* * *

Mary Jane slipped into the theater following after a woman in a green dress. The inside of the theater continued to impress with velvet red seats stylized as thrones in miniature, baroque-styled architecture evident in the spacious auditorium, and the titular runway inlayed with polished silver and a thick crimson carpet that stretched thirty feet from stage to audience. A feeling of surrealism momentarily swept across the struggling model, as if she'd stumbled on to the set of a movie by mistake and there was only a matter of time before a director would throw her out for being in a place she wasn't welcome. There was a brief stab of fear in her stomach as that outcome was very possible if she wasn't very lucky. Still reeling with awe, Mary Jane forgot she still had to carry her baggage backstage.

"Yes! I am finally here, Gwen!" MJ raised a fist in exultation.

 _Oh... Right... You're not..._

The guests quickly began filling the seats one by one. Most were content to fill whichever seat they came to, but there were two in particular that distanced themselves as far as they could within the limitations of the auditorium. The white-haired woman from before chose the farthest seat on her left, the neighboring seats were occupied by the guards in suits. The trenchcoated variant both Gwen and MJ were far too familiar with took their seats opposite those of the suits, to the furthest of which rested Allan Silvermane.

 _This event is even bigger than I thought. I have to... To keep my calm. Darn it, if only you were here for me..._

 _But that's selfish, isn't it? Am I being selfish for the way I feel about her?_

 _Nevermind, I can mope all I wish later. As for now, eyes on the prize, Watson._

Three seats apart from the others were reserved in front of the stages for the judges. The first to take their place was a short, slightly pudgy man with brown hair in a gray suit Mary Jane self-categorized as "very cheap". He had criminally unkempt stubble on an otherwise unremarkable, vaguely confused face.

 _Wait a minute, that's Donald Roxxon? What is the CEO of a security firm doing here as a judge? And how much had he been bribed to be here?_

A woman in a purple coat and wide hat took the second spot. She placed the hat on the table, showing her short blond hair and excessive use of makeup, particularly with the purple lipstick. She held her composure firmly, with a hint of outward irritation.

 _That one makes sense. Narda Ravanna, president of Belladonna Cosmetics. Still a little random, I would say._

The last remaining seat was taken by...

"Absolutely unacceptable!" J Jonah Jameson landed in the last seat.

"I should be making completely honest video documentaries about Spider-Woman, gangs, and Spider-Woman leading gangs! This better be worth a few laughs, Kingsley."

 _You have got to be kidding me..._

"Why, hello!" she heard the voice of Roderick Kingsley. "If it isn't the illustrious Mary Jane Watson. I was concerned you would not be attending, after the teeny misunderstanding of ours last time."

 _The "teeny misunderstanding" of you not paying me for your advertisement, you deceptive, slimy four-faced monger of..._

"But I hope all of that nonsense is behind us," Kingsley offered his hand to shake.

 _No, it is not. When I become god empress of the fashion industry, you'll be the first to suffer. I shall track down every bank account, vault, and treasure map with your name on it, get back the money you owe me, and burn the rest in a bonfire so large its smoke shall blot out the sky for seven days and seven nights! My emissaries will deface every possession you own, shred every contract your soiled hands have signed, and erase your influence from the history books. And when you sit there, cold and alone as you rot and shiver in a jail cell, remember that I offered you a way out!_

The thought warmed her heart, bringing a smile to her face.

"Yes. I suppose it is," reluctantly, Mary Jane accepted.

"Absolutely marvelous, after all, good business is not driven by grudges," Kingsley gave an innocuous smile. "I am looking forward to your performance, Miss Watson. Now then, if you'd excuse me, I must go bug someone else."

Hmph.

Kingsley did indeed walk away, allowing Mary Jane to finally make it backstage.

"Mr Silvermane, how good of you to show up," Kingsley approached him. The trenchcoats started reaching for their weapons, but Allan stopped them with a swipe of his hand.

"Do not flatter yourself," Silvermane said. "I am here to merely pass the time."

"Aren't we all? It's not every day you see future stars rise and fall, trying their best to cut the throats of opposition at this decadent and exploitative industry, just for the chance of a contract. Reminds you of your own youth, doesn't it?"

"My youth had grace, elegance, and modesty," Silvermane said. "These days fashion is decided by whomever is the most ridiculous and inappropriate. A worthless spectacle of social defiance. Such a waste of time better spent on higher pursuits."

"Nevertheless... I do appreciate you being here," Kingsley turned to the white-haired woman. "Dear Anastasia, thank you for providing security as well, shame my wife couldn't make it today..."

Kingsley had noticed Jason heading backstage.

"And now I have to be at a place, so do please excuse my very excusable self..."

* * *

At backstage, Mary Jane prepared her dresses away from the other contestants. This way, during her periodic phone checks, she wouldn't be bothered. Compared to the noisy theater proper, the backstage scene offered a more humble near-silent atmosphere away from most of the staff, which lasted until Jason arrived.

"That's *&^%. And so is that," he walked behind other contestants. "And this. And wow, what a piece of absolute, undenying garbage under a *&^% pile. How do you live with yourself after creating such a... shameless... atrocity?"

"Please, leave us alone. You're making us uncomfortable," said a woman with brown hair. She wore a green dress herself, and her corner of the backstage also had a rack filled with green dresses.

"You don't get to tell me what to do, ple-be-ian," he replied, stretching out the last word. "Hmph, if this is the class of competition ill be up against, the end of this pitiful farce of a contest is even more inevitable than I thought."

Mary Jane looked at her phone again. Zero new messages, zero missed calls.

 _It can't be, can it?_

She dialed Peter's number, inwardly berating herself for not trying this earlier.

Nothing.

His cell went directly to inbox.

As the the one that had rigged their trackers, Gwen had confessed her worry once that if Oscorp ever got wind of what they were up to, he'd be at the top of their list despite his reassurances. Paranoia or not, Mary Jane was not liking the implications her thoughts were teasing out.

"You, ketchup-head!" Jason shouted at MJ. "Do you think you get to ignore me?!"

 _Do you think I give a...Wait, "ketchup-head", seriously?_

Despite or perhaps because of the stress of her predicament, she couldn't hold back a sudden peal of giggles that sounded louder than they were within the confines of the backstage.

"Are... You serious?" continued MJ upon recalling the elaborate attire. The garish mismatching of colors as if he'd hoped it would all come together without consideration was a beginner's mistake at best.

"When the winner is speaking with you, you are supposed to listen."

 _Oh dear, its one of these types, isn't it?_

"The contest hasn't even begun, you know," even if it was now pointless, Mary Jane felt her expression slip into the familiar mask of neutrality.

"How cute, you think that actually matters," he smiled the most unnatural of smiles. "Let me tell you something. In this world, you are either born a winner, like me, or you are destined to fail in your pitiful goals. Contests like this, seemingly meant to give you a chance, are nothing but scams. They'll just put you on display, like a bird in its cage until you cease to amuse."

"Okay, 'Nietzsche', why don't you just quit while you're ahead?"

"Because... I am a born winner. My blue blood and my vast riches are proof of my birthright. All of you exist for only one purpose - to define me."

"Is that why you dress like this?" Mary Jane smirked. "You, my friend (and I use the term very loosely here) are a regular fashion disaster. Popped collar? Leggings with knee-highs? That hair, oh wow, that hair. How did you get out the door in that, without getting arrested for disturbing the peace? Or laughed right back to whatever pit of decadence you crawled out of, whatever comes first. Someone with lead makeup and shoulder pads has better odds."

Mary Jane's little rant left Jason in a state of deadlock.

"How...How dare you?"

"News flash, we aren't toys for your amusement. Besides, your money isn't going to magically win you this contest."

"On that... you're quite mistaken. You... you've made an enemy here tonight. They'll all lose, but I'll make sure that your loss is the most humiliating one of all! I'll..."

"Are you quite finished? Some of us have to put some thought in our performances."

He clenched his teeth and left without responding. As Kingsley caught him on the way out, the two started conversing about something too far for MJ to hear.

"What was up with that guy?" MJ asked no one in particular, but the brown-haired girl shrugged her shoulders anyway.

The rest of the preparation went on undisturbed. As each contestant was approached by a model, they both went to their respective changing corners.

"You're miss Watson, right? I'm Vanessa." the woman who greeted MJ had a weary look in her eyes, visible even through her copious makeup. She had short blond hair and her dress was somewhat of a plain brown color.

"Yes. Shall I be working with you?"

"Yup, let's get this over with," she responded apathetically.

"I'm sorry, is something the matter?"

 _Please not you too, please don't have an attitude._

"No, it's fine. It's just, no offense or anything, but I've seen people like you come and go in events like this. None of them exactly walk out with Kingsley's credit card."

 _As Gwen would say, * &^%..._

"What do you mean?"

"Ever seen those reality talent shows? It's kind of like that. They don't want you to..." Vanessa froze in place upon seeing Mary Jane's prepared dresses. "Did... did you make this?"

Mary Jane nodded.

"This is... really good. Are you really an amateur?"

Again, she nodded.

"You... might have a chance here."

"Then let's get to work."

They spent the rest of their time trying out dresses to see which one should be used for the actual contest. They were left undisturbed in their little changing corner, the increasingly calm atmosphere slowly soothing Mary Jane into a practiced trance of sorts that made her at once both aware and calmly withdrawn from the immediate surroundings.

* * *

"Oh wow, you could swallow a behemoth," MJ whistled, watching Gwen gorge on pepperoni pizza slices as if she was in a food competition. Each time a bit of crust or cheese came dangerously close to falling off the table, Mary Jane's heart skipped a beat - her apartment had always been clean and organized without a dedicated slob corner. An hour in, and her tidy living space was already losing ground to her newcomer's messier tendencies.

"Girl," Gwen tried to speak with two pizza slices in her mouth at once. "I haven't eaten in so *&^% long I could eat an entire *&^% no problem."

"A... What?"

"You know, a *&^%. It's when you use a special..."

"Please do spare me the details on that..." Mary Jane quickly intervened before her worldview was further compromised.

"If you must talk with food in your mouth, tell me what happened back there."

"Oh that?" Gwen said. "Guys got guns, they want to use their guns on me and I'd rather they didn't. It's honestly pretty simple."

"It may be that simple to you, but I..." MJ shuddered. "I'm still having trouble putting together what happened. Okay, okay, let's try to put this mess together in small steps. Why were they shooting at you?"

"Because of this," Gwen opened her backpack to show it was full of cash, and a loaf of bread.

"The bread?"

"No, silly, the humongous pile of cash."

Mary Jane lost count of how many bills were in the bag. There was but one thought on her mind.

"Did you... steal that?" she asked.

"That I did... heh. Sometimes, people don't really have a choice in what they do. They can only choose how to do it. I've made a mistake that needs fixing."

"Were those guys a crime syndicate or something like that? You some kind of Robin Hood?"

"Now I guess I am. Haven't always been... but I'm trying to, you know?" she supposed it made a kind of sense, even if she couldn't completely trust the brown-hooded girl that swept her off her feet.

"Why the bread though? you could just buy it with the money you... acquired."

"Well, what if I'm found out and decide to ditch the money so I won't be caught with evidence? I don't think I'd get thrown in jail for some bread and a girl's gotta eat."

"Yes, I'm... quite aware of that," mercifully Gwen had started taking smaller bites on her next slice.

"Aladdin made it look cool," Gwen shrugged. "Ya know, one jump ahead of the bread line, one swing ahead of the sword."

"So first its Robin Hood, now it's Aladdin? Maybe you should pick your own name."

"You mean like some kinda superhero? Gotta eat to live, gotta steal to eat. I think I'll pass."

Gwen finished her last slice, gave reflectively upon the situation, and stretched.

"But hey, I got the powers thing taken care of. Watch this!" she shot a line of semi-transparent webbing from her hand, picking it up, missed the trash can by a wide margin, and knocked it into a stack of plates which promptly shattered.

"First rule - no webs in the house! Now while I'll go and do the responsible thing and clean up this mess, the least you could do is tell me how you got... whatever that is."

"You sure? Uh, it could take a while..." she mumbled, her head under her hood in an attempt to hide a blush of embarrassment.

"Trust me, I've got plenty of time," MJ said with gritted teeth as she got the broom.

"It all started back when me and my friend Harry..."

The sound of loud music from the stage disrupted Mary Jane's thoughts.

"It's begun," the model said.

* * *

On the runway, under the sight of every guest, Roderick Kingsley came into the spotlight. All eyes were focused on him as every light in the theater faded away.

"Ladies and gentlemen," he said into the microphone. "We are proud to welcome you into the twelfth annual Royal Runway! On this show, we take up-and-coming image makers out of the pool and team them up with our models, giving our contestants a chance to wow us with the resulting total look so much, they'd win some very, very beneficial contracts!"

He strolled around the runway, with the spotlight's continued focus.

"This year, we have invited these three esteemed judges - Donald Roxxon!"

"Um... hi," he mumbled, when another spotlight shined above the judge seats.

"And Narda Ravanna!"

"I'd like to restate that all the models you are about to see use Belladonna Cosmetics," Narda said into the camera. "If you want to feel the spotlight, so should you."

"Last but not least, J Jonah Jameson!"

"I hate every second of being here," Jameson said. "If you're watching this for me, just tune back to the Bugle channel."

"And now, to our first contestant. Well-versed in all things nature, this fashion designer strives to implement her vast knowledge with her style! Please welcome - Elizabeth Allan!"

The same brown-haired woman Mary Jane spoke to before came out to the runway. She took the microphone from Kingsley, and faced the audience.

"I thank you for inviting me here. Please enjoy, as I present my style - the Green Thumb Dream!"

The lights illuminated the entire runway when Elizabeth's model appeared. She wore one of the green dresses found on Elizabeth's clothing rack. Its texture made it appear as if it were woven entirely out of plants. With the dress, she chose green high heel boots, decorated with various leaves, and bracelets with lilac petals. The final accessory resting on her head was a crown woven with white and pink roses. As she strolled through the runway, she repeatedly stopped to pose with a basket of poppies she had been carrying. Her facial features matched the image she tried to sell with her naturally-colored smiling lips and open, seemingly honest eyes, covered in light green eyeliner.

"I think I've seen this one before..." Jameson demonstrated his indifference with an intentionally excessive yawn.

"Please save your opinions until after the presentations," Narda said to him.

Roxxon kept his silence as the contest went on. Elizabeth Allan and her model left, giving the microphone back to Kingsley.

"Next contestant has a less... Favorable background. After struggling to keep her clothing store afloat for many years, she wishes for a career change. Can we expect the miraculous second wind on her way? Time to find out! Please welcome; Dorothy Carlyle!"

An old woman in a gray dress and a black jacket meekly approached Kingsley as he handed the microphone to her.

"H-hello. Please, give me some consideration. M-my style is... Is... It's called the Grey Wind."

She quickly returned the microphone to Kingsley when her model walked in. She wore a similar grey dress, with a barely-visible wavy pattern on it. Plain white high heels, a grey wig barely covering her real brown hair, and huge sunglasses paired with dark grey lips. She didn't bother walking on the runway, and if anyone could see her eyes - her inner hope of getting backstage and getting her dignity back would be easily apparent.

"What the *&^%..." Jameson immediately covered his mouth. "Oops, wrong channel. Force of habit."

"Now that's a more... common sight here," Narda sighed.

"I like it," Silvermane said from the back.

"P-please vote for me," Dorothy said, not realising nobody heard her without the microphone, then left with the model.

"Let's all wish Dorothy luck and move on to the next contestant... Right, who's next on the list? Oh, my. An aspiring star in the fashion business, this one possesses an unrivaled talent ready to shine in front of your very eyes. Ladies and gentlemen, here comes the prodigy - Jason Phillip Macendale!"

Unlike the other contestants, Jason snatched the microphone as soon as he jumped onto the runway. He then tossed it into the air, only to catch it in his hand again, making Kingsley worry about the expensive equipment a little.

"Ah, the excessive youth..." Roderick mumbled.

"You've watched the mediocre, the bad, and the horrific," Jason shouted into the microphone.

"Now, it's time to witness true greatness, as befits from moi, the fashion world's chosen one! Prepare to be dazzled like you've never been dazzled before, by my flagship style, called.. The Demonic Sacrifice!"

The lights in the theater gained a red tint, and the sound of flames erupted around the runway. Jason's model slid into the spotlight, wearing a full red costume, consisting of knee-high boots, skin-tight leather pants, and a closed leather jacket with a popped collar, all with black demonic patterns and metal spikes on elbows, shoulders, and knees. His scarlet hair had enough gel to be completely sprung up, his eyes were smoked up with a thick layer of eyeliner, and when he opened his mouth, makeshift fangs became apparent inside.

"Observe the aggression, the power, the sinful subtlety of... man's inner darkness!" Jason walked around the runway with his model. "Gleeful, corrupting decay of the soul! And... grim reality of inevitable loss of human virtue!"

"Is this a fashion entry or a sales pitch?" Jameson mumbled.

The model walked over and over around the runway, each time stopping to pose with his fists raised in something resembling a battle stance. All three judges stared at him with barely contained disbelief, though all for different reasons, none of them very pleasant.

Allan Silvermane left his seat and walked away into the buffet, and Anastasia followed him. Their bodyguards were all instructed to stay, much to their misery.

"And with that, I am looking forward to my victory," Jason waved to his model, and they both left, taking the microphone with them. The lights returned to normal.

"Oh what a kid..." Kingsley took a second microphone out of his pocket. "Alright then, shall we continue?"

* * *

The spectacle went on, each contestant trying their best to present themselves to the judges, who grew increasingly jaded. The list of contestants that presented themselves grew, slowly approaching Mary Jane.

"And now we're done," Mary Jane said in the backstage. "Take a look."

Vanessa turned her eyes to a mirror. She hardly recognized who she'd become. Her short blonde hair became much more voluminous as if she suddenly grew half her hair in all the right the makeup smoothed out some of her stress lines and wrinkles, making her look fifteen years younger than she was albeit without signs of maturity, and the dress on her had the perfect black-and-gold pattern of a panther and a black fur collar, complemented by long black stockings and golden high heels.

"This is perfect," she said. "We've got time, mind if I be right back?"

"Go ahead," Mary Jane said with a satisfied smile, proud of how her work turned out. Instinctively, she checked her phone again, and her happiness vanished at the sight of zero new messages.

 _What would you do? What would you tell me? Should I stay or leave? Would you accept me following my dreams, would you tell me not to worry about you so much? I know... You'd tell me I ask too many questions again, wouldn't you?_

For a moment she was tempted to send a last message. So close to victory, she thought of telling her the three words she'd never had the courage to say.

 _If I win, I'll tell her in person. She deserves to see me at my best._

Meanwhile, Vanessa headed outside with a pack of cigarettes in her hand. When she passed the cafeteria, she heard a voice calling out to her.

"Vanessa, please wait!" Jason Phillip Macendale rushed from behind her, carrying a half-filled wineglass. "We have to talk."

"You're... Macendale, right?" she stopped. "What is it?"

"I need to tell you something. It's about Mary Jane Watson. Please, have a seat," he pointed at the farthest seat in the cafeteria.

"Can't this wait? I need to have a smoke. Why are you telling me this anyway?"

"Seriously, this is important," neither his face, nor his voice carried his usual condescension. "It might put you in danger, Mary Jane is not who you think she is."

"What's this nonsense?" she was just about to walk away.

"Please, wait!" his tone sounded like a sincere plea. "This contest is rigged in ways you don't even realise!"

"Now that I think about it... She does seem a little too good... Fine, I'll hear you out," she said walking with him to the nearest seat.

"Good," he handed her the wineglass. "Have a drink, I think you'll need it before I'm done. It's a very long story."

"Start talking," Vanessa took a small sip out of the glass.

"You see, it all began with how she entered this contest. Did you know she ran advertisements for Roderick Kingsley, the man who holds this contest? Afterwards, he remained quite fond of her talents. It was a mere suspicion before, but now that you're unconscious it doesn't really matter."

Jason grinned, took the spilled wineglass back and left the cafeteria just as Kingsley passed by.

"Roderick!" Jason fained a voice of concern again. "It's terrible!"

* * *

"What do you mean she was found unconscious?!" Mary Jane said, after hearing Kingsley relaying the news to her backstage. "Who did that? Who even does that?"

"We don't know, but we don't have a replacement, even if we did have time to prepare a look for her," Kingsley replied. "It looks like you'll have to drop out of the contest."

 _No... I can't... I have to win this, no matter what I have to win this!_

"No! I'm not doing that!" Mary Jane cried. "I won't drop out! I... There is no way I can!"

"I appreciate your enthusiasm, but without a model, you'll be presenting thin air, and nobody wants that. Speaking from experience."

 _He's right, without a model, there's no way I can..._

 _Gwen, what would you do?_

 _You never needed anyone else to fight your battles. You, alone, stood up to so much... I need to fight too. In my own way._

Mary Jane clenched her fists. Her eyes lost any semblance of doubt and worry.

"I'll do it... myself."

"Yourself, on such a short notice? There's like, barely three contestants left! You're absolutely insane, crazy, nuts, potatoes! I love it!" Kingsley said, before storming out of the backstage. "You better hurry, though!"

"Right," MJ headed towards the clothing rack, her mind entering a memory once more.

* * *

"I think I've wasted enough of your time and pizza supply by telling you my life story," Gwen stood up. "Thanks for everything, I gotta go."

"Where are you going to go?" Mary Jane asked quietly.

"Nowhere in particular... I don't have anywhere to go back to, remember?" she coughed by attempting a fake laugh. "Don't worry, though, I get by. Somehow..."

 _I had no idea that... Someone could live like that. Her life situation reversed so drastically, and yet... How does she go on?_

 _If I were to lose so much, so quickly... If my own mother had..._

Mary Jane snapped from her thought trail, when she realised Gwen was gone. Looking out of the window, she found Gwen strolling on the street, and stopping before a bearded man who held a sign "House foreclosed. Will sing for food." Gwen opened the backpack in front of him, and gave him half of the bread she had. Mary Jane couldn't hear anything from the window, but she did see that they were conversing about something.

 _She has nowhere to go, doesn't she?_

 _Now that I think of it, it's been fairly lonely around here..._

She rushed out of her apartment, just catching up to Gwen when the latter walked away from the homeless man.

"Wait!" MJ shouted.

Gwen was just about to swing away, but she stopped.

"Okay, good, please listen..." Mary Jane caught her breath. "Do you... by any chance... need a roommate?"

* * *

The latest contestant left the runway as Silvermane and Anastasia returned to their seats. Jason also took a seat, relishing in his permanent smug smile. Minutes later, a trenchcoated man whispered something into Silvermane's ear.

"Good, bring him to me," Silvermane replied.

Roderick Kingsley skimmed through his list, seeing Mary Jane on the next spot.

"Huh... um... well. It's time for our final contestant! Last, but not least, this newcomer in fashion makes the most daring of moves - she shall present her collection by herself, without a model! By the way, has anyone called the police yet? Anyway, here comes... here comes... Mary Jane Watson!"

Mary Jane missed her entrance, appearing on the runway half a minute after Kingsley's announcement. Yet when she stepped into the spotlight, most were captivated by her when gazing at the long dress with black and white tiger stripes ending with a fur collar not unlike that of a panther. Complimented with long gloves patterned with waves of black and white, her boots deliberately mismatched with one of each color. Her red hair shone with a light sprinkle of glitter, just enough to catch the light along with her red eyeliner and lipstick, contrasting with the monochrome clothes.

"Impossible..." Jason whispered. "How could you... In that short time..."

Even Kingsley took a moment to remember having to hand her the microphone.

"Welcome, everyone," she said, curbing her hesitation. "I'm going to present to you, my own style, the Tiger's Jackpot!"

The moment Mary Jane stepped on the runway the audience grew enraptured by her performance. Each step radiated passion, each wave of her hand inspired fresh cheers from the guests, even Jameson and Silvermane felt something resembling genuine interest. For Mary Jane, the spotlight felt pleasantly warm against her skin, as did the audience's admiration. When she closed her eyes, the weight of her audience's gazes only amplified the sensation, alongside the countless flashes of cameras.

"This..." Kingsley whispered. "This is even better than Jason... quick! Put the light! Make it red!"

At Kingsley's command, the theater tinted in dim red light once more. The light complimented her own red color, and the black and white on her dress contrasted even more under the dim lights.

"It's fine... Kingsley's got my back..." Jason recited to himself. "I still... I still am the winner!"

"What was that?" the guest sitting next to him said.

"Shut the *&^% up!" Jason snapped at him. "You... You... mongrel, ruffian, uncultured and uneducated *&^%!"

"Wow..." someone whispered. "So much for high society..."

Mary Jane did not hear their squabble, and even if she had, nothing could ruin the excitement, the exhilaration, the thundering pulse of her heart...

 _Yes... This is who I am._

 _This is where I belong!_

The presentation ended with a loud, thunderous applause from the entire theater. Invigorated shouts echoed through the walls, repeating over and over:

"Mary Jane! Mary Jane! Mary Jane!"

"Well..." Narda said. "To say this is unprecedented is to restate the obvious..."

"Splendid, absolutely marvelous!" Kingsley shouted into his microphone. "A fitting closing performance for this year's Royal Runway! But stay tuned, for it is time for the judges to announce the winners! Right after these messages, that is..."

"Now then..." Kingsley put away the microphone. "Esteemed judges, please come with me."

The three of them followed Kingsley into backstage, much to Mary Jane's surprise.

 _Where are they going?_

At the pretense of just walking backstage normally, Mary Jane followed them further into a small room. Though they locked the door, by pressing her ear on it, she could hear everything.

"Hello again, my... heh... esteemed judges," Kingsley said. "It is now when we decide the winner."

"I heard of this," Jameson said. "This is where you bribe us into voting for whoever you want, right, Kingsley?"

"Bribe? Heavens no, I would never engage in something as uncouth as a bribe. It's blackmail, actually."

 _What?!_

MJ put her phone into a recorder setting, and pressed it against the door.

"So that's the game you're playing, Kingsley," Jameson slammed the table. "Then know that I won't be threatened! Tell him, Roxxon!"

"I can't... He'll reveal who I am..."

"That's a smart Donald," Kingsley patted him on the shoulder. "You sometimes forget those still exist."

"I'm interested, Roderick," Narda said. "What have you got on me?"

"Oh, my dear Narda, I got a lot on you. See, there were rumors that your cosmetics... To put it lightly, don't work as planned. It'd be a shame if your disfigured customers started speaking out again, after all the work we've put into suppressing them."

"Clever... But why would you go into so much trouble to force us vote for your candidate? What's your endgame?"

"None, really, that's the fun of it. I just... Go where the wind takes me, you know? When you're as rich as I am, you gotta entertain yourself somehow. Some get voted into Congress, others make suits of flying armor, and this is what I do."

"I'm not going to break!" jonah screamed. "You can't bend my will, Kingsley!"

"Maybe I can't, but documents proving your cooperation with none other than Norman Osborn might do the job."

 _Did I hear that right? Norman Osborn?_

"How did you..."

"I have my sources. What's more important is that the current CEO of Oscorp happens to be in the hall right there. How do you think he's gonna take you having something that caused quite the uproar when S.H.I.E.L.D. Took an interest with them?"

"I was just trying to cure my son. I thought Osborn could do it."

"I'm sure that will be a very interesting matter to Silvermane."

"You've... made your point," Jameson's voice lost its fire. "What do you want?"

"When you get back in there, you shall do one thing for me; vote for Jason Phillip Macendale."

 _So that's what that twerp meant... This contest is rigged in his favor!_

"Why?" Narda asked. "He wasn't the best, not even the second best."

"Because I feel like it. And now, this meeting is adjourned."

 _I have to do something fast, or I'll lose..._

 _But what can I do? Macendale knew of this setup, he and Kingsley planned it in advance! Oh no, that's why my model was found unconscious! Macendale did it!_

 _What should I do, what should I..._

When she heard footsteps, she backed away from the door. Her phone, having just finished recording, went into standby mode. Kingsley and the three judges walked past her, heading out of the backstage.

 _I must... I must... I must act now!_

* * *

"Stop!" Mary Jane shouted to Kingsley. Everyone turned their heads in confusion.

"I mean..." Mary Jane hastily regained a politer tone. "Mr Kingsley, we absolutely must talk in private. It's a very concerning issue."

"Of course, naturally," the judges shrugged and kept going, as Kingsley followed MJ into the room they've just been with him. "What is it?"

She pressed playback on her phone. It started reciting what Kingsley just told the judges.

"Oh boy... sound isolation sure does suck in this place, doesn't it?" he kept smiling.

 _I have to... I have to be strong. That's what Gwen would do._

"You've had this rigged from the start," she said with unprecedented cold conviction.

"Well, 'rigged' is an ugly word... um... set up? No, that's ugly too."

"You've put all these people on display, with all their hopes and dreams, with full intent to shatter them!"

 _Wow... t-that felt good to say..._

"Hey!" he said with the indignation of an annoyed child. "That's just what show business does!"

"Well, not anymore," she raised her arm with the phone. "This... this is going public!"

"No! Don't do it! That'd be a PR disaster! My reputation will be hurt! I'd actually have to apologise semi-sincerely!"

"If you don't want this..."

She knew what she had to say. She knew she had to make him let the judges vote fairly, to choose whoever they wanted to win. She knew that would be the right thing to do. But her throat, her lips, and her tongue all chose a different set of words.

"You'll give the votes to me."

Kingsley spend the next few seconds being utterly baffled to the point of paralysis. Then, when the eureka moment in his brain struck, he burst into uncontrollable laughter.

"Wow, oh wow, you're something, most definitely something! I've had you all wrong! Here I thought you were just another above averagely talented naive heroic everygirl, but in reality you're just like me!"

 _What did I just say..._

 _I can't... I can't take that back..._

After the fit of laughter, he calmed down with some heavy breaths, merely saying:

"Done."

 _What?_

"Really?" she asked.

"Really," he whipped his phone out. "I'm gonna text them right now."

Seconds later, all three judges received an "Actually, vote or Mary Jane Watson instead" text from Kingsley. Jameson mumbled something about flip-flops, but otherwise went along.

"You should hurry," Kingsley said. "The ceremony is already going."

Mary Jane arrived dead last in the line of candidates, all standing on the runway in anticipation of the judges. Roxxon, Narda, and Jameson all pretended to be deciding, until Roxxon stood first.

"Um... I think... Mary Jane Watson has truly dazzled... us all."

"You... you... that wasn't..." Jason stared at him, then closed his own mouth before revealing the plot. Mary Jane glanced at him with the most satisfied of smirks.

"So you've got one *&^%..." Jason whispered. "Two to one is still a..."

"I too believe none truly matched the stunning display we saw today from Mary Jane Watson!" Narda said, her words instantly became drowned in applause.

"It can't... it can't be..." Jason couldn't help but speak. Mary Jane smiled at him even more.

"So I'm last, huh," Jameson stood up. "Whatever. Watson wins. Can I go now?"

The applause became even louder, though someone from the back booed Jameson for an unspecified reason. Macendale fell on his knees in sheer shock, all the while Mary Jane had been given a golden statue of a crown placed on a runway, by Kingsley.

"I'm looking forward to working with you, my dear miss Watson," he said quietly.

The rest of the candidates, some sad, some heartbroken, some indifferent and even somewhat supportive of Mary Jane, had walked out. Only Jason Phillip Macendale remained on his knees.

"How could you?!" he suddenly burst out at Kingsley. "I trusted you, and you backpedal on me!"

"I backpedal on you?" Kingsley didn't change his flippant attitude. "What ever do you mean?"

"I did everything for you! Everything! Things I never would have done! And you've betrayed me!"

Two trenchcoated men walked onto the runway. One of them stood behind Jason, another walked over to Kingsley. He had shown him a bottle, halfway filled with light blue liquid.

"We've found this in a trash can," he said. "We believe this is the poison Vanessa was drugged with."

"I... I... that *&^% used it, so she could hog the spotlight!" Jason's mouth and right eye twitched. "G-get her at once!"

 _Are you flippin' serious right now?!_

"No, that belongs to Jason," Kingsley shrugged. "Go ahead, turn him over to the cops."

"B-but..." Jason's face twisted into a horrified grimace of desperation. "You... you have no proof! There are no cameras in this place! Admit it, Kingsley!"

"Not in this place, sure... But in my limousine. I saw you put that into your pocket."

"No... no... I..." the two trenchcoated men put him in handcuffs. "Don't touch me! You disgusting, filthy *&^% disaster! Keep your ape hands off me!"

"Stop," Kingsley suddenly said.

"O-of course..." Jason's face gained a wide smile, "I knew you'd change your mind! T-this is all a game, isn't it? A prank! I knew you weren't s-serious..."

Kingsley bent over enough so that his mouth would be close to Jason's ear. The tone of what he said next had changed drastically, from flippant and light to coldly serious. His previously wandering eyes became a sharp gaze, as his words had slain Jason better than any weapon would.

"You've been an embarrassment to me, Jason... So it's time to discard you."

Then he turned to the trenchcoats.

"Take him away."

As Jason was carried away by the trenchcoats, he had no strength to say another word.

"Like I said, miss Watson," Kingsley returned to his usual expression and tone. "I'm looking forward to working with you."

* * *

Mary Jane went home, with the trophy in her hand, feeling an array of different emotions. In her mind, she knew the victory was what she wanted, but her heart knew there was something missing. The phone provided a hint by one again showing zero new text messages.

 _Gwen..._

The overwhelming set of fear, worry, and guilt had gradually chipped away at her pride and triumph, so when she arrived near her doorstep, the trophy barely meant anything other than a badly designed lump of gold to her anymore. With her head held low, she raised her hand to open the door, when she heard footsteps coming her way. Instinctively, she turned to face the source.

"Hey, MJ. Got a mojito? I could really use one right now," said the source, in a voice Mary Jane would always recognize.

"G-Gwen!" Mary Jane dropped the trophy on the ground, so that both hands could rush to hug her.

She might have told her everything with a kiss, but she'd never know if she could as something gave her a moment's pause.

Taking a step back, she saw an unusual change to Gwen's civilian clothes. Her normally brown or green hood had been replaced with a deep shade of black. The rest of her clothes looked similar in shape, but the coloring was consistent.

Gwen smiled faintly up at her with eyes wide open as if she'd seen something MJ could not.

"I'm back. Hope I didn't keep you waiting."

 **The End.**


	10. Paint It Black Part One

**Disclaimer: We are not Marvel.**

 **#10:Paint It Black Part One**

"Wake up, little spider, we have need of you," said a familiar voice.

Slowly, she opened dazed eyes to the blurry impression of a hangar.

A system of pipes coiled around the hanger, snaking this way and that across the walls, the low thrum of electrical current made her teeth ache. To her left and right, racks of Oscorp weapons had been laid out: bombs, serrated knives, compact missiles, flamethrowers, rifles in both traditional and energetic variants, machine guns lacking the loud bravado of their predecessors with an impartial lethality, and canisters of various solvents capable of liquefying flesh and bone. A variety of the more experimental creations that lay further down the line were indistinct in her present condition.

The lights above provided a sharp contrast throughout her surroundings; bright and harsh where the overhead lamps bathed the floor, the spaces between dark where the hum of technology was concentrated, shrouded by the winding pipes.

She closed her eyes for a moment as the bright light overwhelmed her.

She squinted through the glare. The best Gwen could catch was a glimpse of a green mask conspicuously placed atop a stand among the weapons, and a labeled box, something about plasma testing. It was all she could manage.

"Urgh... what happened..." she said at last in a groggy voice, too tired to even react to the pain properly. "Am I..."

The Chameleon smiled above her, faux-friendly as always.

"C-captured?!" the thought abruptly snapped her out of her placid state.

"Where am I?! Answer me, Chameleon!"

"You are in a place where no one will find you," the ninja said simply. "For your own sake I highly suggest you calm yourself. Any alternatives would serve only to waste your strength."

"Oh I'll show you strength!" She raised her arm for a punch, but her arm refused to cooperate. Only then did Gwen realize she'd been shackled to a wall, the cold steel painfully squeezing her shoulders.

She gave an experimental push against the wall with her legs, her ankles and knees held fast.

 _No way..._

"Please don't waste my time with escape attempts," a voice echoed through the hangar. Despite it being somewhat distorted, it was unmistakably female. The source came from a balcony opposite her own.

The blackened glass prevented her from seeing the person talking, but a set of loudspeakers ensured she'd hear what they had to say.

"Who are you?!"

"You should be proud. These restraints were custom-made just for you," Emilia's smirk managed not to conflict with her cold demeanor, though her eyes carried a touch more excitement than usual.

 _So, let's review the facts... we're captured, restrained, and just one step away from a killer laser or something... calm down, there's always a way out. For now, keep whoever this is talking._

 _Above all else, stay calm._

 _I believe in you._

"Here we are at last, Spider-Woman, you will finally be mine," Emilia employed a wider smirk, audibly struggling to keep her tone reserved.

 _Will you walk into my parlor? Said the Spider to the Fly._

"It is time at last. Time for rebirth and reclamation."

"You've gone through a lot of trouble just to get little old me," Gwen said with a laugh. "And since that Ninja Gaiden reject is here... I must be in Oscorp. Which makes you their boss. And if I remember correctly, that wouldn't be Silvermane now, would it?"

"I prefer Shinobi..." the Chameleon quietly objected.

"Allow me to explain the situation, Spider-Woman," Emilia's smile remained. "You are confined to a part of Oscorp even Silvermane doesn't know of. At the end of this, you are going to die, utterly alone. But not before I get what I want."

 _It's just one big wig after another, isn't it? let's hope that won't become a trend. What's next, Red Skull?_

"Okay, obvious intimidation aside, you're the mysterious boss of Chameleon," Gwen tried to stay calm. "The laser rifles Chameleon gave me your idea?"

"You wish to know? Let's see... very well, you will be dead soon enough."

"Boss," the Chameleon objected. "Are you certain this is an appropriate response?"

Even through the glass, Gwen could picture the glare she gave them. "She has been a thorn in my side for too long, Chameleon. Let me have this moment."

Chameleon was silent.

"Now then," Emilia said. "Yes, the Chameleon was working under my orders when it supplied you the weapons."

"Not that I'm complaining..." Gwen said. "But why? The Rhino had me pinned down, Silvermane would've killed me. That means you didn't want me dead to begin with, and in actuality, you want something from me. What is it?"

"Silvermane has taken too much from us as it is, I wouldn't allow him to have you as well. You will be killed, but it will be by my hand."

"A sense of entitlement, good..." Gwen coughed sarcastically. "What about Morbius? Why did you mutate him into a *&^% vampire? Where the *&^% does that fall within your plans?"

"Him? Mere proof of concept," Emilia shrugged. "I can't deny that there was an element of satisfaction, the man was such a bore. He has access to technology that transcends life and death, and yet the only use he sees for it is a history lesson? How pitifully short-sighted."

"You *&^% sent him after me!" Gwen shouted. "A *&^% vampire!"

"I have to admit, the possibility of him actually capturing you was... amusing. Did you by any chance happen to kill him?" she asked mildly curious, in the same tone as "did you get the milk?"

"I don't kill, lady. Though you're sorely tempting me."

 _Probably shouldn't have said that... they might want to tie up any loose ends..._

There came a creak from the pipes that only Gwen from her position might have heard. Meanwhile, she wracked her brain for another question, frantically looking for an exit or means of escape.

"What about..." Gwen kept speaking. "What about Mendell Stromm? Why did you kill him and frame me?"

"He knew too much of your powers, I couldn't take the risk that he might...disclose some important intel to Silvermane. Yet disposing of him meant also having to redirect suspicion of Silvermane and his little puppet chief."

"I told you it was not my decision to make..." Chameleon mumbled to Gwen.

"Since you're being polite, I'll tell you how I got my powers. Won them in a poker game, true story."

"You're bluffing. You were present at the genetically altered spider exhibit Norman Osborn held right before the S.H.I.E.L.D. investigation. Fifteen of the sixteen produced spiders were destroyed in said investigation. Clearly you have obtained abilities from the remaining spider."

 _She knows... but how?_

"Chameleon, show her the tracker."

The Chameleon nodded, then displayed the green device they used for tracking, with the "Match" text on its screen.

"The 'Match', of course, is with the genetic signature of the Osborn blood that you stole from us," Emilia continued. "When you defended Silvermane's restaurant from... hmm, you would know him as the Shocker, my own device detected the blood. Later, Stromm's device presented the same results to him, and... one thing led to another, so to speak."

 _The 'biological detection' Peter talked about was this?_

"Why do you oppose the Don?" Gwen asked. "Isn't he the head of Oscorp now?"

"It's my turn to have my answers," Emilia returned to her cold expression.'

"Unmask her, Chameleon."

 _Un-unmask? No... please no..._

Chameleon approached her.

Gwen struggled against her bonds, flailing and pushing against the wall despite the strain it put on her arms and legs. As the ninja came within range, she desperately snatched at its robes. But her grip was weak and they simply shook their head in mock disapproval as they gently shrugged off her advances.

"Stop!" she pleaded. "What could you gain from this?!"

"You are resisting? Good. Do it, Chameleon."

"No!" she tried to headbutt the thing, bite, spit at it, anything to keep it away from her, but being confined to a wall, it amounted to nothing.

Swiftly and without any fanfare, the ninja removed her mask. Though she tried to hide with her hood and hair, her face still remained visible.

 _T-they can't recognize me... t-that's right, I-I'm not famous...I'm no one..._

"You? What a... cruel joke..." Emilia's voice suddenly trembled. "Of all people... you..."

Her eyes gleamed and her smile widened. Emilia took a step back, as the wrinkles on her face creased. She leant back and broke into peals of laughter, the way only those unused to genuine amusement ever could.

"Hahaha, hahahahaha, ahahahahahahah!"

It surprised Gwen, even the Chameleon had a visible widening of their eyes. It added confusion to Gwen's fear, almost making her forget to ask an important question.

"You... know who I am?"

"How could I not?!" Emilia raised her voice through the laughter. "Such merciless irony... such sadistic fortune... that it's you, right here at my mercy, you... accursed child of Stacy!"

 _No way... that must mean..._

The thought of her enemy so easily learning her identity led her to a realization, the cold of her fear giving way to a yet colder rage.

From above, a black substance began to trickle from one of the pipes, unnoticed by those present.

"Were you the one who killed my father?!" Gwen's hands dug into her bonds, relishing the pain.

"Your... father? Why would... ah, of course," Emilia ceased the laughter, but couldn't keep her amused expression from showing.

"The time is up. Now that I know who you are, I cannot possibly wait any longer. Chameleon?"

"Yes, Emilia," Chameleon picked up an empty syringe.

"Wait... what are you doing?" Gwen gritted her teeth.

"Taking back what you have stolen from us."

The Chameleon penetrated the syringe into Gwen's right shoulder. It stung, but in her sensitive state the pain became a spike that would have overturned her balance if she hadn't been shackled.

"Done," the Chameleon swiftly pulled out the filled syringe.

"One more thing," Emilia said. "As we speak, the Don is taking a very good care of an acquaintance of yours... what was his name... Peter Parker?"

"Peter?!" Gwen cried. "What's he got to do with this?!"

"He does not concern me much, and he won't for you either in just a moment. Chameleon, dispose of her. I have what I desire."

"Shall do," Chameleon put down the syringe as they readied three shuriken.

 _No! It's too soon! There's so much left for me. It's not the happiest life, but it's mine and I'm not going to let some smug so-and-so's pet take that away from me!_

 _I can't... I can't!_

 _All this power, and yet...I have so little, how can I protect anyone?!_

The Chameleon pulled their arm back for a faster throw.

 _If only... if only I had more..._

 _I don't care how... I don't care what happens after... I just... I need more power!_

The Chameleon threw the shuriken, but before they could strike Gwen, a black tendril emerged from behind her left shoulder.

* * *

As dark and thick as tar, strangely fluid in appearance, it came between Gwen and Chameleon just as they were about to attack. Before they could react, the tendril let their projectiles sink into the black substance. It absorbed the impact, before launching them back at them.

Chameleon leapt out of the way, and readied a second set of shuriken.

"What is going on? Finish her!" said Emilia.

"With all due respect, I am trying to," Chameleon threw the shuriken again, but like before, only hitting the tendril. Gwen felt something cold to the touch on her forehead. It felt hesitant, as though asking her permission. No words were said as the sensation of coldness began to grow.

 _Whatever this is, if it can give me the strength I need, I accept!_

Instinctively, she closed her eyes just before the pitch-black liquid pooled down her shoulders, her back, and quickly spread in multiple smaller tendrils to solidify over her arms and legs, her body now covered from behind.

Emilia, seemingly recognizing what was happening, grabbed the microphone stand.

"The rifle, now!" she shouted hysterically into it.

"R-right!" Chameleon rushed to get a laser rifle just as a loud scraping sound was heard, that of many things metallic clattering to the floor at once. Chameleon turned around with gun in hand to see Gwen now free of her shackles, its broken chains at her feet, an act that provided the rare image of a stunned Chameleon; eyes wide, mouth agape in shock.

"Did she just break..." the Chameleon could only whisper. Spider-Woman stood before him, her knees slightly bent as the ink-black substance now wrapped around her skin from torn hood to feet. Unlike her regular costume, the black matter was perfectly snug against her skin down to the curve of her muscles, more akin to body paint than clothing. As she took in short, measured breaths, the material subtly adjusted and readjusting with the motion.

"What have you done?" the Chameleon watched in awe. Even Emilia dropped her microphone.

Chameleon rushed for their rifle, yet Spider-Woman appeared in front of them before they could grab it. The Chameleon performed a double-finger-strike on reflex, hitting between her right shoulder and neck.

She replied with a punch to the stomach, knocking Chameleon right into a shelf halfway across the hanger. Then, before the ninja could recover, she followed it with a net of black webbing at them from the back of her wrist. Spider-Woman rushed to the door in a blur.

By the time Chameleon cut their way out of the webbing with a shuriken, Spider-Woman had already punched the door out. From there, she saw a corridor leading to an elevator entrance, labeled "Level 14.5"

"All security personnel, there's an intruder in the building! At... at level fifteen!" Emilia shouted into the intercom. "Get down there at all costs!"

Spider-Woman began to pry the doors open with her hands alone. The Chameleon tossed four shuriken into the corridor. They pierced her back, the razor-thin edges penetrating the blackness. It in no way halted her progress, her webbing tearing the doors off their hinges, flinging them aside as she sprinted away, jumping into the nearby elevator shaft. She clung to walls, climbing the floor above, repeating her method of opening the floor's door.

"You know what... let her go. This is too much for me."

In the hallway from where she emerged, Gwen was met with four trenchcoated guards. Immediately, she grabbed two of them by their necks and slammed them against the floor, after which she webbed the third guard to the wall. The fourth man managed to open fire, hitting her with a stream of bullets to her stomach.

"Kyaaaaargh!" she let loose an inhuman screech as each bullet hit. Yet the black matter expanded to push them out, leaving not a scratch to be seen.

"W-what are you?!" the guard tried to run, but Spider-Woman pulled him back by the throat with a tendril. She tightened the tendril grip, making the guard gasp for breath, when an elevator arrived with five more trenchcoated guards.

She threw the one she was just choking in their direction, and rushed to the window while they were distracted. A stream of bullets soon chased her regardless, but she made an improbably accurate slide that avoided them all, letting them break the window in front of her.

She continued to slide, falling out of the window and successfully swinging away.

"Guys... what the *&^% was that..." said one of the guards.

* * *

A floor below, Emilia still stood in the enclosed balcony, teeth gritted, fists trembling, her eyes twitching with rage.

"What was all this about, boss?" Chameleon entered the balcony as well. "Is that the real power of the Osborn blood?"

Emilia kept her silence. Slowly, her fists stopped shaking, her eyes rested in place, and her mouth regained its typically cold exterior.

"Yes and no. Come with me," she opened a door behind herself, leading to the laboratory she'd taken Silvermane's phonecall from. She walked briskly to the beaker with the black liquid vial, the contents nowhere to be seen, leaving shattered glass in its stead.

"As I suspected," she said. "Project Venom had escaped."

"I was not aware of such a project," Chameleon said.

"Neither were the investigation officials," Emilia smirked. "What a hazardous failure it turned out to be..."

"Some of my ribs would strongly disagree with such an assessment, boss..." Chameleon murmured.

"It is fine. The suit is extremely parasitic in relation to its host. Venom shall devour her from within before she knows it. Unless..."

"Unless?"

"What is your condition, Chameleon?"

"It hurts like the disappointing end to a promising book, but I am capable of carrying missions, if that is what interests you."

"Good, because you are about to get one."

* * *

Spider-Woman swung by the buildings, until she suddenly stopped mid-swing, still holding to her web. At her chest, the black started to form a jagged spider outline in white, stretching out through her torso and connecting with an identical symbol on the back. Her face gained familiar eye lines her mask had, also in white, jagged as a sloppy paint job.

"Huh... where am I? Whoa!" she let go of the web on instinct, then stuck to a window before falling to the ground. "How did I get up here? Where is this? I was just with..."

 _This is all too weird..._

Gwen's eyes passed by the reflection on the window.

"This isn't my costume..." she examined her reflection closer. "It's... okay, first of all, it's edgy as *&^%, second of all... where the *&^% in the *&^% did it come from?"

 _Spider-Sense!_

"What, where?" Gwen checked behind her, realizing that she was attached to a rather low-story building, a handful of civilians and a cop staring at her.

"Halt, Spider-Woman!" the cop aimed his handgun at her.

"Are you sure that's Spider-Woman?" someone said in the crowd.

"What do you think, genius?" another answered. "See that big-*&^% spider logo?"

 _Oh screw you._

Spider-Woman leapt away from the window, trying to land on the opposite rooftop. Much to her surprise, she overshot the span of two buildings, ready to fall to the street below.

"Whoa!" she flailed her limbs aimlessly, missing the shot in the midst of her confusion. A black tendril emerged from the right shoulder, clung to an antennae, and used the momentum to pull Gwen to her feet.

"That... wasn't webbing," Gwen said upon reaching the roof. "How did I do that?"

She stretched her right arm out.

"Um, costume, use Vine Whip!"

Nothing happened.

"Urgh, what gives..." she shivered. "It's spring now, isn't it? Yet it's so *&^% cold I need a..."

Her costume quickly changed shape, reforming itself into a set of a black coat, pants, and boots of the same black material.

 _Okay, I am so done questioning this situation._

"Dear strange new costume, please change into something more... 'me'..."

The suit obeyed, becoming a set of a black hoodie, jeans, and sneakers.

"There you... go."

Gwen had carefully jumped into an alley, still almost overshooting it anyway. The police searched for her on walls and roofs, ignoring the crowds she slipped into. Soon, a chill of a different kind ran through her spine.

 _Chameleon... and their boss... they said the Don will go after Peter, I have to warn him!_

She dug through her pockets, looking for the phone, finding it cracked in two.

 _Typical Stacy Luck... not even Nokias are immune to it. Now what do I do? Steal someone's... no, we're not going down that road again._

 _A payphone? Wait, I have no money on me. Hmm..._

 _Where would Peter be at this hour? Of course!_

Gwen slid into an alley, away from any attention from the public eye.

"Um... now how do I make you transform? Let's try... Honey Flash!"

Despite the overwhelmingly heroic pose she assumed, nothing happened.

"Oh just give me my costume back!"

The material shifted form back to the black Spider-Woman suit it had been before. She ran out of the alley, nearly crashed into a wall, and corrected herself with a well-timed line of webbing.

 _This thing has black webs? Cool._

* * *

It was remarkable how quickly morale improved when the boss was gone, as the Jamesonless staff of the Bugle discovered.

Betty enjoyed her coffee break, and selfishly used company servers for social media, Ned was away on a counseling session he needed after his last adventure, and Peter just put photos on Jameson's desk with a note, hoping he wouldn't have to tolerate Jonah's presence.

Just as Peter was preparing to leave at the end of his shift, the elevator doors opened to reveal ten men in trenchcoats.

At the site of their guns, panic was quick to spread like a disease. Some employees raised their arms in surrender, others ran, and a few hid under the tables. Betty remained calm, as one might when faced with a familiar situation. Peter hid himself in the corner of Jonah's office.

"Easy now," said one. "We only want one of you. Would Peter Parker please step forward?"

"Me?" Peter said quietly. "What do they want with me?"

"Who authorized this... break-in?" Betty said to them. "If Bennett hears of what you just did..."

"Miss Brant, Bennett is in prison," said one of them. "And although he may be a capo, we are under direct orders of the Don."

"Betty, what are you doing?" Peter whispered.

"What does the Don want with one of my employees? State your business, gentlemen," she said as her news persona belied a harshness in her tone.

"Our direct orders are to capture Peter Parker, and..." he primed his weapon. "Eliminate any resistance."

"Cheese!" Peter dashed out of Jonah's office and flashed his camera at the Don's thugs. It blinded three of them, but the rest had no trouble grabbing Peter by the shoulders.

"Should have brought the blowtorch..." Peter said. "So... what do you guys want?"

"You, Parker," said one of them. "You are an accomplice of Spider-Woman."

"He's not!" Betty shouted. "He's just a photographer! What the hell is Silver..."

"Hey, mind our secrets," the trenchcoated man interrupted her.

"I... don't suppose you just want her autograph?" Peter let out a small laugh.

"Do we have to tolerate this guy all the way to the Don?" one captor asked.

"No," another aimed his gun at Peter. "We'll just say he resisted capture."

* * *

The sound of glass being smashed distracted him from making the shot, and a line of black webbing took the opportunity to do so, along with his gun.

"First one to bring up the costume gets punched," Spider-Woman jumped into the building.

"What about the cos..." the thug could not finish the sentence as he was sent flying into an office table.

"I warned ya, didn't I?"

"Shoot, you idiots!" someone shouted.

"Too slow!" Gwen knocked four of them down with a roundhouse sweep.

 _Is it me, or are they slower than before?_

The thugs tried to get up, as she grabbed one of them by the collar, threw him over her shoulder, slamming him face-first into the ground.

"Boo yah, it's like a game of whack-a-thug!" she shouted in excitement.

"Shoot her!"

"She's too close, you moron, you wanna hit our own?!" another took out a knife. Soon, others did as well.

 _You were knife guys the whole time too? Awesome!_

They charged at her, wildly attempting to stab or slash. From Gwen's perspective, their slow flails wouldn't hit a walrus, let alone her. She jumped upwards long before anyone had gotten close to her, webbed a thug close, and slammed him to the ground with a massive punch.

 _Aww, you didn't bounce? You were supposed to bounce!_

A rush of pleasure coursed through Gwen's body. Though she never did deny the excitement in a fight, nothing could match the sheer bliss of violence against those too weak to fight back.

Without a second thought, she struck the thug beneath her foot, giggling as she heard the bones in his arm crack.

"You should reconsider your career," she said, smiling under the mask. "You're far too squishy for this."

To demonstrate, she kicked the thug, sending him skidding across the floor and hitting the trenchcoats in front of her.

The force of the impact caused other thugs to stop, and back out by a couple steps. Not done with him yet, Spider-Woman grabbed him by the collar.

"Tell me something... what did you think when you chose this life?" she held him above her head. "Terrorizing the innocent? Hurting those weaker than you? Thought you'd be a big bad gangster? Well? What did you think?!"

"I... I just..." he coughed, barely able to speak. "I just needed a job..."

A tendril from Gwen's shoulder wrapped itself around him, tossing him away into a chair.

"We surrender!" one of the trenchcoated men dropped his knife. "Please don't kill us!"

"Come on, I'm just getting started," Gwen grinned underneath. "Aren't you under orders to kill me? Act like it."

One of them snapped, grabbing his tommy gun and firing it in haste. The recoil quickly sent it flying out from his unsteady grip, bullets scattering from its target, save one.

"Aaargh!" the bullet hit Gwen's stomach, the costume fabric around it fraying not from the impact, but the friction it carried. Quickly, the pulsating matter ejected the projectile out of its wound.

The blackness stitched the tear shut. Gwen felt a soothing chill where the wound had just been.

"You should not..." Gwen growled. "Have done that..."

"S-she's *&^% bulletproof!" the shooter screamed as every trenchcoated man turned tail and ran away, only to face Spider-Woman, who leapt over them to block their way.

"Leaving so soon?" she chuckled. "Do stick around a little longer? Please, I insist."

They fell back, cowering in fear on their knees as Spider-Woman took confident strides in their direction.

Seeing the men who had attacked her now reduced to pathetic specimens that would fear her above all else, the flood of adrenalin racing through her veins made the first a drop of water in comparison.

Despite their protests, she could kill them at her leisure and there was nothing they could do to change her whim. Equally, she could spare them, leaving their torment for another time, or simply let each psyche to be tortured by their own nightmares of this day. Or she could mix it up a little, it was all so tempting.

Peter, who had long been forgotten by his would-be captors, saw only horror through his eyes.

"You know, I wonder if all of you are so fragile..." Spider-Woman webbed one of them closer. "Or I have become much stronger. Let's test it on your skull, shall we?"

"Stop!" Peter screamed.

She raised her fist, ready to strike with full force.

"Please, just.. stop! You've won... you've already won..."

 _But why would I want to... stop!_

* * *

"Huh?" Gwen paused.

 _Peter? What's he doing here?_

"What was I... doing?"

She looked around in a haze of confusion at the broken glass, damaged appliances, employees and trentchcoats equally frightened of something, and Peter.

Her enemies used the moment to run away. At least, the ones who could.

"Last I remember, I just jumped here..." She mumbled. "How are they all on the ground? Hey, Peter, are you..."

She noticed the terror in Peter's eyes, and looked around to see if any enemies were still around, before realizing the terror was aimed at her.

"What's wrong?" she asked. "Is it the costume?"

"You were going to kill that man..." Peter took a step back.

"I... was?" she looked at her hands. "I don't remember."

 _There's time to worry about this later. For now..._

"Peter, listen to me, you're in danger," Gwen said. "The killer from the Mendell Stromm case... their boss reversed the tracker, that's how they found you! You need to destroy the devices and hide!"

Peter backed away, weather it had been from fear of her or what she had said, was hard to say.

 _They can't track me anymore because the phone is busted, but the signal is still coming to the laptop... oh no, Mary Jane!_

She leapt out of the Bugle window, leaving Peter, Betty, a few remaining employees, and many unconscious thugs to themselves.

"So..." Betty said. "Might wanna call the police..."

* * *

Using her newfound speed and height, Gwen arrived home in no time.

 _What happened back there? One minute I'm saving Peter, and then I wake up to find Peter's terrified of me for something. Wait, wasn't I in Oscorp?_

 _And where the * &^% did this costume come from?_

 _It... sure as * &^% handy though... if the Don still got anything like that Rhino monstrosity up his sleeve, I'm going to need every bit of an edge I can get._

 _Saves me on dry cleaning at least._

She landed on a roof near her home, the same where she'd fought Morbius . It had been little more than a week ago, but with how her life was going, it might as well have been a few months.

"Okay, Spider-Sense is silent for now..." Gwen jumped into an alley. "But I need to inspect closer as myself, in case I'm being followed."

Her costume shapeshifted itself into her civilian clothes.

"Do you have to be so ticklish when you do that? Urgh," Gwen walked to her doorstep.

* * *

"So, you won the Runway?" Gwen rested on her bed. "Heh... all that worry and MJ here just goes and does it, like a boss! Congratulations, girl, you're awesome."

They bumped fists.

"Y-yeah, I suppose so..." Mary Jane sat next to her, blushing.

"Never doubted you, for even a second," Gwen cast her eyes on the trophy.

 _No Spider-Sense. Good, that means two things: one, no one followed me, and two, no one tracked this place down._

 _Meaning, I can relax and think this whole * &^% over..._

"Gwen, there's something I need to say..." Mary Jane said quietly.

"Hmm?" Gwen lost her trail of thought.

"Well..."

"Come on, out with it."

"Gwen... where have you been?!" Mary Jane shouted in her face. "You disappeared for a whole day! No warning, no text, no anything! You just vanished! No one knows where you are. Parker's not responding, your detective friend is just as clueless as I, and now you're just back with no explanation?! What in the name of blood and sin happened to you?!"

Gwen sighed in resignation, the first genuine smile of the day vanishing. She closed her eyes and turned away.

"I knew you'd ask..." she said. "The truth is... I was captured."

"C-captured?" Mary Jane was taken aback.

"Yes..." Gwen got up from the bed. "After the battle, the Chameleon got me..."

"Oh no..."

"They took me to their boss, and now... their boss knows who I am," Gwen's expression progressively showed fear, her voice trembled with each word. "The Don possibly knows too, he already attacked Peter and if I didn't make it in time... I... I've made everyone a target. I can't be here anymore, I can't... "

"Nonsense," Mary Jane hugged her by the shoulders. "I won't abandon you, no matter what happens."

She winced, expecting pain in her shoulder for some reason she could not understand. She rubbed at the spot, but there was nothing there.

"I didn't think it would ever happen... I thought the mask would protect me... I'm a screw-up..."

"You're not a screw-up, Gwen," MJ gently took her hand.

"How am I not a screw-up..." Gwen whispered.

Mary Jane hesitated, looking as if she were about to say something. After a sigh of her own, she spoke.

"You know, Gwen, without you, I wouldn't have won the Runway. I was alone there, crushed by the odds. But... thinking of you helped me go forward... it... it inspired me."

"I... I inspired you?" Gwen's cheeks were tinged with pink. "But... but... I don't inspire people. The Avengers inspire people, I... I'm just me."

"You stand up to such overwhelming odds alone... it made me think, I could too. In my own way, I guess I did." MJ said, her tone seemed a touch reflective.

"Thank you..." Gwen's smile improved mood brought with it a swarm of thoughts.

 _Chameleon's boss asked me if I had killed Morbius. I said no, which is probably a mistake, but they would've learned he's alive sooner or later. He also might know whatever the * &^% I have for a costume now, so... he's worth a visit, at least._

"By the way, Gwen, what's with all the black?" Mary Jane said. "I can't remember buying you this. The goth look just doesn't seem your style."

"Oh, this?"

 _I don't even know where it came from. What can I possibly say? I have to see Morbius first._

"I'll... I'll tell you later. I gotta go now," Gwen stormed out of the bedroom.

Left alone, Mary Jane returned to her room. Her trophy resided on the shelf, reflecting the chandelier light off its gold surface.

"I didn't ask her about the weapons..." Mary Jane whispered. "But after today, who am I to judge her?"

She glanced at the trophy.

"I made my choice. I have to stick to it. That's what she would have done."

Gwen's words about her capture resurfaced in Mary Jane's mind.

"I should get something... she'd probably approve."

* * *

The sun had set an hour ago, leaving the sky dark with storm clouds. Thunder rumbled sullenly over the horizon as the occasional burst of lightning shone through the home of Michael Morbius.

He searched shelf after shelf, running from room to room, the sweat of a desperate man gathering on his brow. Despite the lights leaving no room for shadows in his gothic home, Morbius felt anything but safe.

"It has to be somewhere... it has to be!" turning every shelf on its back, he found a bottle of midazolam pills. "Thank God... I kept extra."

He hurried to open the bottle, spilling some pills in the process. In his hand, he grabbed as many as he could when he heard...

"My descendant..." a warped voice intoned. "It is time."

The voice froze Morbius in place as tears fell from his eyes.

"No... I can't be too late..."

"You whimpering child," the voice sounded closer. "Embrace your heritage and fight. Against the monster whose misdeeds wronged us both. Against..."

Morbius felt cold fingers running through his shoulders. To him, it was as if they pierced through his skin, disregarding his labcoat and sweater.

"Please... I never wanted this..." Morbius whispered.

"You really should have thought of the consequences," a different, softer voice spoke. "If you wanted to see history, you could have just waited. It is in the making."

"But I suppose there is no point in blaming you..." the soft voice continued. "After all, you have always been a mere pawn."

The fingers wrapped themselves around Michael's throat.

"You're... not him..." Michael said. "Please, I have to take these pills, otherwise..."

"Cease your worry," the fingers tightened their grip. "In one snap, so to speak, you shall forget your troubles forever."

"You sick *&^%..." the voice of Spider-Woman spoke, then a thwip of webs followed. The fingers ceased gripping Morbius's neck. He turned to see Spider-Woman being webbed into a wall by another Spider-Woman in a black costume.

"What in the world..." he said. "Two Spider-Women?"

"I told you not to use this form, Chameleon!" the black-costumed Spider-Woman lunged at the other's throat.

"Why not..." the other coughed. "You yourself seem not to be using it anymore."

"Change back right now..." the black-costumed Spider-Woman threw her opponent into a shelf. "Or I'll kill you!"

"How quickly you discard your principles..." Chameleon noticed a broken window that let the rain outside pour on them, yet the disguise was dry. "When it suits your convenience."

"Shut your *&^% mouth!" Spider-Woman delivered the full force of her fist to a wall behind Chameleon, just short of smashing it to bits. The shapeshifter themselves narrowly escaped the strike as they leapt out of the window.

"I'm sick of your *&^% speeches! Of your lies! And your fake-*&^ smile!" Spider-Woman followed them outside. Neither the cold of the rainwater nor the force of the wind slowed her pursuit any.

Swinging over the streets, Gwen searched for Chameleon's escape. At a quick glance, she could tell the roofs were empty of anything resembling them, which meant Chameleon was hiding in the alleyways or blending in the crowd of civilians below.

"Searching every *&^% corner is too slow... and I can't track them anymore," she landed at the edge of a roof. "Focusing... that might work."

She focused, as the downpour of water slowed to a sky studded with thousands of crystals, the lightning transformed into waves of light that built bridges between the ground and sky, lingering before dissolving into fractures of color, the roar of thunder was a single note drawn out to a maddening drone, individual voices in the crowd now distinguishable, even if she had to mentally adjust for speech that felt ten times slower than it should.

"I knew I shouldn't have accepted that deal..."

"I'm sorry, I'll make it up to you."

"Just you wait, we'll move out of here."

"I've hit it big, I'm sure of it this time."

Hundreds of words invaded her brain on and on, each audible and distinct. Her head felt heavier than ever before, the mind trying its best to filter the stream of information.

 _I never could do this before... is it the power of the suit?_

"I sincerely apologize, boss, but Spider-Woman beat me to it," Gwen heard a female voice.

* * *

 _Gotcha._

The voice came from a woman running into an alley that ended in a backyard. Once she was certain no one was following, she clapped her hands to transform back into the red ninja garbed form of Chameleon. A single spider crawled around the ground they stood on. They glared at it disapprovingly.

"By the Beast, this has become quite troublesome..." the Chameleon mumbled before a string of black web pulled them from behind and into a "Captain America is a fake!" graffiti on the wall.

"This time, you won't escape," Spider-Woman landed in front of Chameleon. "And no one will save you."

"Ow, my poor spinal column..." the Chameleon landed on their feet. "You think killing me will accomplish anything?"

Gwen responded with a tendril tightening around the ninja's neck.

"Before, I've let you go," Gwen said with no emotion. "It was a mistake. I see that now. But then... how am I to prove you framed me? Maybe that... shouldn't be the point."

"I am... but... a mere agent..." the Chameleon spoke through the rainwater running in their mouth. A pinkish red glow ran through their body, the near-transparent flames shining most intensely around their hands.

The Chameleon struck the tendril with their fingers. It split in five parts, allowing Chameleon to escape before reforming again. The ninja used the opportunity to throw down the smoke bomb, then ran towards the alley they originally entered the backyard through.

"Not this time!" in a flash, Spider-Woman appeared in front of them, cutting off their escape. "There is nowhere on Earth you can run!"

Swift like the wind, she lunged with her fist forward. It just barely missed the Chameleon's side, almost striking them faster than they could wrap her arm around theirs. Next, Chameleon launched a finger strike to Gwen's neck. The costume around it swirled, coming off layer by layer, but reforming just in time for Chameleon's second strike, getting their hand stuck in itself.

"Even still?" the Chameleon couldn't hide the shock in their voice. "Even with the blessing..."

Spider-Woman used her free arm to deliver a blow to the Chameleon's side. They fell on their knees, moaning in pain.

"Even if you kill me..." they tried to speak. "She shall just replace me. Once an avatar is found, they can never escape our grasp!"

Gwen knocked them down to the pavement with a right hook, enough force to gather a spray of water around them both. She gazed at the shapeshifter coldly, drops of rain dancing in her vision.

"Such unrivaled might... such peerless power..." the Chameleon coughed, trying to crawl away from her. "If only you had sought order..."

Silently, Spider-Woman walked over to them, ready to pummel them down further with a fist. Then, as if utterly uninjured, the Chameleon sprung up, striking her stomach with their fingers. They followed with their other arm, striking as fast as they could, but still Spider-Woman caught it by the wrist.

"This is how it's done," Spider-Woman punched the Chameleon's stomach. They knelt forward, coughing and retching in agony. She let them fall to the concrete, scaring off the spiders gathering on it, stomping on its back for good measure. The red flames around the ninja faded.

"How does it feel?" she asked. "To be preyed upon, like helpless livestock. It's a new feeling for you, isn't it, assassin?"

"Like I said..." the Chameleon coughed. "We are countless, and we are everlasting. We have found what we sought... now it is only a matter of time..."

"If you want me to kill you quickly, as opposed to slowly... you better speak clearly."

"You, the one who personifies chaos... you will never understand..."

"I said..." she stomped on them again. "Speak clearly."

"Each of us is born with a different fate... some of us inherit a certain spark, a predisposition..." despite the coughing, a tone of pride characterized the ninja's speech. "They are the avatars... of the Beast. We seek each and every one of them, to ignite their destiny."

"For what purpose?"

"I have said enough," Chameleon smiled. "Kill me now and be done with it, if you think this gives you power."

"So be it, then," Spider-Woman's voice gained a slight hollow echo. "Once you're dead, your boss shall be next. Then every single accomplice of hers. One. By. One."

"Even Harry Osborn?"

Gwen froze in place.

"Harry?" she said. "What does Harry have to do with..."

"He's your friend, isn't he?" Chameleon grinned. "Would you kill him too?"

"He is nothing like you!" a tendril launched itself at Chameleon, wrapping itself around their mouth and nose. They tried to cough, but could not.

"Die!" she shouted. "Just die!"

The Chameleon pulled their head back and scratched their throat, trying to gasp for air with a completely closed mouth. Quiet, thin gasps could be heard briefly, before the ninja's eyes closed.

 _What am I doing..._

 _Stop._

 _Stop!_

* * *

By the time the ninja awoke, they found themselves alone and webbed to a street light, with a note. A brown Mercedes parked itself next to the street light, followed by two trenchcoated guards exiting the car.

"Webs... you think Spider-Woman did this?" one picked up the note, it said 'The real murderer, courtesy of your friendly neighborhood Spider-Woman.'

"The real murderer of whom?" the other said. "Reckon this thing iced Stromm?"

"I assure you..." the Chameleon intervened. "I am not, how you say, a 'thing'. And I bear no involvement in whatever it is you are accusing me of."

"So you're just an ordinary ninja smurf," a trenchcoated man said. "Let's take this to the Don. He'll sort it out."

Chameleon held their breath as the men tried to untie them from the street light. Neither one stopped to consider why before a small orange grenade rolled their way. By the time they saw the purple gas spreading from it, they had already inhaled enough of it to drop down, screaming through swollen mouths.

"I'm burning!" one shouted. "Please, someone! I'm burning! Help me!"

"Oh God, the maggots... everywhere..." the other screamed. "Get them off! Get them off!"

When the purple gas dissolved, the ninja noticed a dark green Lamborghini Veneno parked behind the trenchcoated men's car.

"For a moment, I feared you were dead, Chameleon," Emilia Osborn walked over to the traffic light, wearing a thin black respirator, one of which she put on Chameleon. "Replacing you would be far too bothersome."

"You were not lying when you said the gas was potent..." the ninja said. "Are they supposed to be shouting like that?"

"No, they're not supposed to be conscious at all," Emilia responded. "This is underdosed."

"Underdosed?" the Chameleon put emphasis on the 'under' part. "You truly are terrifying, boss."

"We cannot let any doctors see you, so your healing shall be handled in the Osborn Manor," Emilia slowly cut down the webs with a bat-like blade, to let the ninja land gently on the ground.

"I could use some healing indeed... ow..." the Chameleon fell on their knees. "I do not appear... to be in any walking condition... argh..."

"I have noticed that," Emilia wrapped their arm around her shoulder, helping them get into the car.

"Project Venom... it is doing something to her," Chameleon said. "The impurities are cleansing, and the genetic inhibitors appear to have all but eroded. She is... far too strong..."

"I am aware of that as well... it seems I have been mistaken," Emilia sighed. "However, none of it matters. In the next few days, we shall have everything we ever wanted."

"Who shall be the test subject?" the Chameleon had taken the passenger seat.

"Let me worry about that," Emilia sat on the driver seat. "We have long days of work ahead."

The car took off, leaving the men in seizures.

* * *

Spider-Woman crawled along a wall, shivering from anything but the cold. Flashes of memory were catching up with her. Of the fight in Oscorp Tower, of the fight in Daily Bugle, and of the battle with Chameleon as well.

 _What is happening to me... I keep dozing off, and when I wake up, I'm about to... about to murder someone..._

 _This costume, it's Oscorp's doing... I have to find out what it is!_

Above her, lightning flashed to reveal a pair of burning white eyes, proclaiming a wordless doom from its twisted maw of darkening clouds.

 _Before... before it's too late..._

 **The End.**


	11. Paint It Black Part Two

**Disclaimer: We are not Marvel.**

 **#11:Paint It Black Part Two**

"Where's the damn car stereo?" said a man in a cheap green t-shirt and blue jeans as he entered what was left of the "Johnny's Car and Bike Parts" store. "I know they're still here."

He rammed the entrance door with a hard forearm jab, knocking the door off its frayed hinges.

The man and his accomplice stepped through, finding their way by the scant few light bulbs that hadn't burned out or been smashed in the past two days.

"Go find it yourself, dumb*&^," replied an identically dressed woman. They picked through the battered shelves looking for tires, engines, oil cans and whatever else was good for quick cash.

"It's all busted," she growled. "We can't sell this garbage!"

She turned to give her companion a sour expression, kicking over an empty rack of SD Cards.

"Is this really the path you've chosen for yourselves?" proclaimed a deep voice from behind. Though muffled with static, the speaker could still be understood through the fuzzing audio.

"Who..." the man turned to the source. "The hell you want, freakshow?"

The Shocker for his part was in a less than intimidating stance: his knees trembling, his yellow-patterned suit was sliced with various cuts, marred with stains and bullet holes, his right arm's gauntlet exposing frayed wires protruding limply from tears in the mesh of cloth and metal.

"I have a..." the Shocker coughed. "proposition for you. Something you might find a bit more meaningful than what's currently occupying your time."

"Huh? What?" asked the man. "Speak normally, for *&^%'s sake."

"Look, you... argh, fine. I have a job you can perform," the Shocker walked over to them with a slight limp. "You will be paid a lot more than those car parts will sell you."

"Yeah? How much?" said the woman.

"A small fortune..." Shocker said. "We shall take on Oscorp. A few hostages here, a few explosives there, and voila... all the riches you can carry are yours for the taking."

"Hostages? Explosives?" the man took a step back. "You nuts, bro? We ain't some *&^% terrorists. *&^% off, you yellow *&^%."

"You will... kof... address the Shocker with respect!" his voice cracked with static.

They both laughed.

"Dude, you... you on drugs?" the man tried to speak through a mouthful of laughs.

"Cease... kof.. this mockery!" the Shocker aimed his gauntlet at the man. He and his companion flinched expectantly. The gauntlet pulsed, but only produced a feeble buzz before sputtering out.

"Whatever, man," the woman knocked the limping Shocker to the ground, then the two looters walked past him out of the store.

"Get... back... here!" he tried to shout, but his voice was drowned out by static, while his vision started to do the same. He got up on his knees, scrambling with what was left of his vision to search through the heaps of broken merchandise until he found a car battery.

"There you..." his voice faded into static completely. He clumsily pulled the battery closer, knocking it over in the process. The Shocker mumbled in static, while attaching the wires on his gauntlet to the battery. Sparks traveled through the wires, eventually restoring the Shocker's vision and voice.

"Going to have to find... a few more..." he spoke quietly.

"As of now, you are just an insignificant boy..." a voice echoed in the Shocker's memory. "But there is a way to mold you into something useful..."

"Raaaargh!" the Shocker grabbed his own head. "Release me, please! Let me out!"

"Why do you resist? I only want to make you strong."

"This wasn't what I wanted!"

Searing pain lanced through his head, a sound like a mechanized scream gnawing at his ears.

"Please, you can't do this to me!"

"You told me you wanted to be useful in any way, did you not?"

"Not like this... never like this..."

* * *

Just above the abandoned store, Spider-Woman swung through the streets, catching the eye of onlookers and pursuit from several cars below, their passengers leaning out of open windows trying to shoot her down.

Evading gunfire proved little problem to Spider-Woman, even as her costume sharply stood out in broad daylight. Bullets zoomed past her in a blur, not a single one coming close to hitting her.

"Tell the Don to *&^% himself, suckers!" she shouted down, not realizing they hadn't heard her.

 _I know I said this costume is dangerous... but you know what else is? Getting shot._

She clung to a window, terrifying the wits out of a teenager who had been occupied on his cell. The onlooker put the phone in camera mode after recovering from shock as Spider-Woman scratched her head in puzzlement.

 _They've been on my * &^ for a while now. You would think Silvermane learned his lesson with Rhino, but sure, if a few dozen guys with obsolete guns didn't do the trick; send a dozen more! Spamming always works! I miss the knife guys._

 _Meanwhile, someone powerful plots against him right from within his own company. It'd be funny if that someone didn't also intensely want me dead._

 _What did I even do to piss her off so much? It's not like I asked to get bitten by that spider. And now she has my blood... what's she gonna do with it, clone me?_

Her thoughts were abruptly cut short as a laser beam sliced a flagpole in two.

"Whoa!" she dropped down to dodge a second beam aimed in her direction, instead shattering the window, and evaporating the poor teen's phone, miraculously leaving its owner unharmed.

Seeing Spider-Woman descend from above, garbed in black like a specter of a bad omen sent pedestrians scattering, leaving her with four trenchcoats with Oscorp rifles in hand.

The civilians had left as she'd hoped, ensuring she'd not be leaving this fight with a guilty conscience. If there was one thing she could begrudgingly appreciate about her reputation, it was that innocents would be too frightened to let themselves get caught in the violence that followed her.

"Should we be using these?" one of them asked. "If our enemies get a hold of them..."

Thanks to her," replied one, "they already have!" he pointed the gun in her direction.

"Oh, I'm sorry, were those rifles trademarked?" Gwen smirked. "You should file a formal complaint with the..."

A flurry of beams fired at her position, only avoided as she ducked just before the triggers were pressed.

"Come on! I'm trying to make a classy intellectual quip for once," she fired two web balls, jamming two of the four rifles.

"Keep firing!" one shouted, not realizing Spider-Woman had already dashed over to punch him into a wall, then kicked the final trenchcoated man into a lamp post.

"Guys, please," Gwen yawned. "You aren't even a challenge anymore, just pests."

She leant over to the man trying to get up from the lamp post, and pushed him back down again.

"What do I do to send your Don a message?" she picked him up with a tendril. "Say, which part of you do you like the least?"

 _Spider-Sense!_

 _Spider-Sense?_

"But why..." she wondered, before time stopped its march.

The uniquely horrifying sensation of pain sensitized with her Spider-Sense brought her to her knees. Boiling agony struck her back, washing over her shoulders and down her waist in a moment of hell. She had the presence of mind to process that none of the other times she'd been shot, stabbed, broken bones, punched with the force of a speeding truck, or beaten to the ground quite hurt like this; an itching, choking sensation that felt as if her flesh would crack then split apart as her insides boiled and bled out of broken skin.

And then time flowed again.

Her costume warped and wobbled as if she were an egg on a frying pan. Gwen's vision and sound began to fade.

The agony stopped as suddenly as it began, as more lasers came close but did not hit her directly .

"Just hit her!" shouted a man firing the rifle from behind Gwen. "What an inaccurate piece of *&^%!"

His continuous frantic firing kept failing to hit Spider-Woman, letting her costume reform itself back into steady matter. She let out an inhuman scream, loud enough to draw the attention of pedestrians onto the battle. Some ran, others started calling the police, and a brave few used their phones to record the details.

The man with the rifle didn't get the chance for another shot, as Spider-Woman had gotten to her feet and delivered a punch to the trentchcoat's chest, knocking the gun from his hands that left him sprawled out on the pavement.

She raised her arm again and was soon rewarded with the sound of ribs cracking under the force of her punches.

He tried to move, but the pain kept him down, leaving him twitching and gasping for breath.

She raised her arm again.

"Holy *&^%, she's gonna murder that guy!" someone shouted, the sound distracting her attention. She stared at him through the jagged eye lines of her mask, without moving. No one in the crowd moved a muscle, some dared not so much as breathe. In the back row, however, a few people allowed themselves to whisper.

"She's probably a mutant... they can't be trusted..."

"I always knew she was a monster."

"The way she just smashed him... oh God."

"Think she's going to kill us?"

Despite her costume no longer boiling, a similar sensation still struck her mind. She couldn't say anything, her torn up mind failed to produce a word. She wanted to say a great many things to them, but all she could manage to produce was a keening howl.

The roar pushed the crowd back, silencing those whispering in the back row and making the rest tremble with shaking knees. One woman, however, stepped forward.

"We aren't afraid of you, monster!" she screamed hysterically at Spider-Woman. "You won't terrorize us any longer!"

"Jameson was right about you!" a man shouted from the back. "You're a *^% menace, a murderer!"

Slowly, bit by bit, the rest of the crowd joined them in incoherent shouting, cursing, screaming, growing hysterical at the creature in black before them.

Until police sirens silenced them all.

Three cars stopped behind Spider-Woman, lights flashing as police emerged to part the frantic crowd. Fearing cooperation with the inhuman spider, some struggled against them. Some were restrained with handcuffs, a few were maced, and one was arrested, but order was restored quickly as far as crowds went.

Meanwhile, Spider-Woman looked on impartially, biding her time until things settled or one of the police started questioning her, whichever came first.

And sure enough, one emerged from the three behind her, megaphone in hand.

"Spider-Woman! Put your hands in the air!"

Those cops not restraining the crowd or securing a perimeter had their hands on their triggers, most not particularly steady or confident in the authority they were projecting. Her reputation it seemed had proceeded her.

Fortunately for them, Spider-Woman left the scene at running speed. She jumped over the three and landed on a police car, before crouching, and springing upward to connect a blackened web with a telephone pull, swinging away from the police before they had time to shoot. Or rather, not enough time to shoot without risking a public homicide, which effectively meant the same in Spider-Woman's case.

Gwen found herself landing on a rooftop, appraising her state with a quick glance at her costume.

 _No blood... phew..._

 _Why didn't I go to Morbius again?_

 _I was... distracted..._

"Okay, no more knockout detours," she swung away to the house of Michael Morbius. "I have to get this off before it makes me forget why."

* * *

Peter Parker had spent the day the same way he spent many days before; sitting in front of his computer, trying to focus at the task at hand and refusing the temptations to keep reading John Jameson's "One With the Universe" space blog.

"Just one more page..." he whispered to himself. "I mean, a planet where it rains glass? I gotta read about that..."

"No, Parker, focus on the matter at hand!" he tapped on his head. "Procrastination is a supervillain, do not succumb to it!"

He switched tabs to some materials on parasite biology, then pulled a microscope closer to him.

"A planet rains glass though... no, bad Parker, bad!" he put a cell sample under a microscope. "Let's see. I have doubts that Spider-Woman can just grow tentacles whenever she feels like it, so what I saw back then must be something else."

He took a look through the microscope, seeing a black cell not move at all, as if it was entirely dead.

"Interesting... it seems to have completely died out. I probably should have done this sooner, samples you pick up of Bugle floors tend to be... rotten. But what if we supply it with a living cell..." Peter inserted a living cell sample next to the black cell. The latter sprung to life almost immediately, devouring the living cell completely.

"Whoa... it wasn't dead at all, but in hibernation. What kind of messed-up alien costume is she wearing? Does she not realize this thing is killing her at a rapid rate?"

"Wait..." he remembered the events at Bugle. "She acted like she just woke up... what if this thing somehow purposefully keeps her from realizing it's a threat?"

Peter jumped from the chair.

"I have to warn her, but how... Gwen's not responding to calls or texts... what about Mary Jane? She can tell Gwen and Gwen can tell Spider-Woman..."

Peter dialed up MJ, then stopped.

"Tell her what?" he said. "Because someone infested with a crazy brain parasite is totally going to listen to reason. Sure, risk the life of your girlfriend and the friend of your girlfriend, you stupid dolt."

"No, this is something I gotta do myself," he searched through his closet. "Now where have I left it."

"I should put on some clothes too..." he remaked, then resumed the search for his grappling hook.

* * *

The lights were almost never off in the home of Michael Morbius. Another consistent feature were his broken front windows that never seemed to stay intact for long.

Morbius himself rested in his bed, an empty bottle of midazolam sitting on his coffee table. His sleep was the last thing from peaceful, thanks to his affliction.

He awoke at noon, standing up with some considerable effort. His head felt heavier than a bag of bricks, rubbing the sleep out of his sensitive eyes.

"I'm late again, aren't I..." he yawned. "At this point, people will start to ask questions..."

"Like what?" said Spider-Woman from the ceiling. "Do you happen to be a vampire, perhaps?"

"Gah!" Morbius fell of his bed, and grabbed a kilij saber from underneath. "L-leave me, S-spider-Woman!"

"Why do you have a swo... look, I need your help," she jumped down from the ceiling. "You're the only Oscorp scientist I know."

"I cannot..." his hand trembled. "Whatever it is you need help with, please, seek elsewhere..."

"I saved your life twice and you wave that dumb thing at me? Do you even know how to use it?"

"Twice?" he asked with genuine confusion.

"You don't remember? When my imposter tried to kill you?"

"That wasn't a dream? I see...then it's worse than I thought. You must leave right now. He is getting stronger with each passing day, you are in danger. Please, walk away!"

 _Is he for real?_

"You know what, fine. I won't leave. Use that sword of yours if you want me gone."

Morbius hesitated, his arm trembling.

"Go ahead," Gwen said. "I'm not gonna leave. Slash away."

"A-are you sure?"

"Definitely. In fact, if you don't slash me right now, I'm going to punch you and break every single rib of yours. Just to note, ribs don't grow back."

 _Actually, if I try punching him in my current state... it might be even worse. Let's hope it won't come down to that._

Still hesitant, Morbius swung the saber at her anyway, trying to hit her with a flat part of the blade. A tendril immediately wrapped itself around the sword, then threw it away.

"What in the world..." Morbius stepped back.

"See, this is what I need your help with. This costume, I don't know what it is, but it came out of Oscorp."

Morbius gazed at the suit, initially in confusion, gradually replaced with a grim understanding.

"I think I recognize it..." Morbius sat down on his bed. "But Emilia told me that S.H.I.E.L.D. had destroyed it during the investigation."

 _Emilia? Emilia Osborn, Harry's mother?_

"This costume, it... it makes me stronger, but it also... does things with my memory, tell me what it is and how can I get rid of it."

"To tell you the truth, I am not sure that you can. How you're able to wear it at all is a mystery in of itself."

"If you keep talking in riddles, I really am going to punch you."

 _I seem to be saying that a lot lately..._

"For how long has this costume been in your possession?" Morbius asked.

"I got it the day I saved you the second time."

"If a normal person tried to wear that, it would have devoured them within a few hours. That means, you must be..."

The revelation set Gwen into immediate panic.

 _Hours?!_

"The bearer of the Osborn blood..."

"No, no, no, let's backpedal a bit right there. What was all that about devouring in hours bit?"

She felt the urge to knock him into a wall. Maybe he would survive without a few bits, and speak clearly as an added bonus.

 _Hey, get a hold of yourself._

She banished that particular thought.

"Just spit it out already! What kind of freaky parasite am I wearing?! Answer me!"

"Follow me," Morbius went in his own room which he rarely used these days, inserting a disc in his dvd player.

"Before his impending demise at the hands of... your imposter, Doctor Stromm gave me this for safekeeping."

He inserted a disc labeled "Stromm; Osborn Blood and Project Venom" inside the DVD player. The TV did what it could to display the recording, but its age was showing anyway with a blurry high-contrast image and muffled sound.

* * *

On screen, Norman and Emilia Osborn stood in a large test chamber. They both wore typical lab coats, Norman carrying a cane with a stylized dragon head as he walked. Emilia approached the control panel, and if Gwen knew her, she would have noted an uncharacteristically sincere smile.

"Mendell? Are you recording this yet? Good. Ahem... This is a proof-of-concept recording for the super-soldier serum dubbed the "Osborn Blood" for its... unfortunately strict preferences," Norman Osborn spoke. "But today we may have found a solution to this problem."

Emilia used a remote mechanical arm to insert a vial of black liquid into the test chamber.

"Enter Project Venom! A compound capable of enhancing the effects of Osborn Blood without the use of a genetically matching host body. It interacts with the serum, purifying it and allowing the host to use its full potential. Let us demonstrate."

A muscular man in a red skin-tight bodysuit entered the test chamber.

"This is Nels Van Adder, he volunteered to have the Osborn Blood injected into his body. Please, Nels, demonstrate to us your current capabilities."

Van Adder nodded, immediately ducking under metallic blades fired at him from the walls. Then jumped to evade the electrified floor. His last demonstration was a punch to the floor, creating a visible crack in one of the reinforced steel tiles.

"While naturally impressive," Norman continued. "These capabilities are not enough for military use in this day and age. But allow me to demonstrate how they shall improve with the addition of Venom."

With a press from the remote module, the vial shattered. Its contents latched onto Nels Van Adder, rapidly spreading itself over his red costume, painting it black and bonding more tightly to his skin than his red suit had. So much so in fact that Stromm was clearly doing his best keeping the camera focused on Van Adder's upper body for the sake of professionalism.

"Show us what you can do now, Nels," Norman said.

Van Adder jumped, twice the height of his previous attempt. Upon descending, he delivered a downward kick, cracking a sizable chunk of the floor. The metal blades launched at them from all directions, each missing by a hair's breath and causing each to collide with its directional opposite as he dodged them too fast for the naked eye to track.

"As you can clearly see, project Venom enhanced his capabilities exponentially. But that is not all, project Venom is also capable of..."

Three tendrils erupted from Van Adder's back. They latched onto his face, muffling and suffocating him.

"Seal the chamber!" Norman shouted. "Now!"

The view was violently turned on its side, as the recorder had been thrown aside in their haste, leaving the viewer blind to the chaos. The rest of the recording was drowned in static and screams, slashes, and smashes were heard along with the occasional coherent statement that rose above the discord.

"Activate the reinforced doors now!"

"Oh God... get away, get away!"

"Help... me... please..."

"It's still getting through! It's gonna attack us!"

"Turn up the chamber's heating now!"

"But Mrs Osborn, he might..."

"Now!"

The sound of something burning and an inhuman roar blasted through the walls of Michael's home.

After a time, Stromm picked up the camera, and with some adjustments gave a view of nothing but ash and charred bones.

"My God... what have we done..." Stromm whispered.

"Again! Again! And again..." Norman sighed. "The buyers will be here soon, and what do I have to show for them? Ashes and dust."

"It is fine, beloved, maybe the Osborn blood was just meant for us..."

"Emilia, stop. I don't want to hear this again. The people deserve to be equal in power and that is final. Mendell!"

"Y-yes, sir?"

"The spiders. Do you still have them? And turn that thing off already. The absolute last thing we need is evidence."

* * *

The recording finished, leaving Morbius to shrug his shoulders in dismay.

"I had never known my old teacher to be so fearful," he lamented, not noticing Spider-Woman standing in silent shock.

"I get it now... everything..." she said. "I know who is after me, who sent Chameleon to kill Stromm!"

"You know who killed my teacher?"

"Emilia Osborn! She ordered a hit on Mendell Stromm, manipulated the Don into thinking I did it, turned you into a vampire, and captured me!"

"Wait, Emilia couldn't have..." Morbius whispered, sounding too unsure to even believe what he was saying. "She helped me create the Istorie, she believed in my dream... she wouldn't purposefully sabotage my goal. It must have been someone else..."

"I hate to burst your bubble, but she secretly hated you, thought your goal was stupid, and believed it'd be funny to sic you against me. Oh, now that you know things, you were her assassin's next target."

Morbius grabbed his own head. He recalled a female voice addressing his other half. In hindsight, he could have recognized whose voice it really was. He sighed in proverbial defeat.

"You are right... my God, you are right. She was right there, using me, and I had not even noticed. My teacher trusted her, and she turned on him. If that last... attack was her doing too..." Michael started shoving things into a briefcase. "I need to disappear. My family still lives in Romania, good thing I kept the passport..."

"Hold on there, buster," Gwen webbed the briefcase down. "You're not getting anywhere until I find out how to get this flesh-eating parasite off me."

"That... would prove tricky," Morbius said. "It is not as easy as turning on the light switch. Project Venom appears to be vulnerable to extreme heat conditions... the problem is, you are likely to be too. I am not sure what needs to be done to kill Venom without killing you first."

 _That guy did turn into ashes... Did Emilia do this on purpose, knowing I'd either get eaten by this thing or burned to a crisp trying to get rid of it? Talk about one hell of an insurance policy..._

 _Emilia... Osborn..._

 _Oh no! Harry!_

 _The Chameleon mentioned Harry! And now with them in jail, I can't even question them! They knew something!_

 _Wait._

 _If Chameleon is in jail, there is at least one person who's very happy right about now. I'll... brainstorm the whole heat thing... later..._

"Thanks, Michael, for your help with my insanity. I mean it."

The professor rubbed his reddening eyes.

"That's a burden we both share, it seems. In spite of your...treatment of my property, I must thank you."

He gave her a shaky if earnest smile as he began packing.

"From one cursed amnesiac to another, I wish you the best of luck removing yours, Spider-Woman."

Gwen jumped away, without saying another word to Morbius, who mumbled something sarcastic in Romanian while fetching his sword to cut the webs, when his doorbell rang.

"Huh?" he walked over to the door. "Who is it?"

"Mr Morbius? It's Peter. May I come in at such an early hour?"

* * *

Not too far away, in the hangars of Oscorp Tower, Silvermane observed a complex symphony of machinery putting the Rhino back together. It took minimal assistance from humans, which was beneficial in two ways; more efficient, and less bribery. Though in his life, the Don had only known one man who refused a bribe from him; he'd keep it so until his dying day.

"The damage was superficial," Silvermane said to Carter.

"The Rhino will be operational again in no time. Is it not wonderful? They can be fixed so easily. That we, in many ways, cannot."

"You could always arrange an augmentation of yourself, my Don," Carter said.

For a brief moment, Silvermane imagined the transformation: with the wealth and legacy he'd accumulated over his decades of power, he could be refitted with not only biomechanical limbs, but fully functioning vitals and cloned organs, perhaps a more efficient energy-rich solvent substituting his thinning blood, and in time even augmenting his mind, erasing the line between memory and data.

It offered him nothing but disgust.

"Then I would be betraying the era I have sworn to uphold. That is simply not possible."

"Have you not done so by using this monstrosity?"

"Are you... questioning me, Carter?" Allan stared at him through unblinking eyes.

Carter avoided meeting his eyes head-on.

"No... o-of course not, but..." Carter swallowed, then continued. "Why? Spider-Woman isn't bulletproof, one shot could have done enough. Why such excess? The collateral damage, the civilian casualties..."

"According to the men sent to capture her accomplice..." the Don sharpened his tone. "She is, in fact, bulletproof. So tell me, Carter, exactly how do you expect to deal with her?"

"W-we need something discreet, something that can't be traced back to us..." Carter's tone lost more confidence with each sentence as he went along. "We don't need another S.H.I.E.L.D. investigation on our hands, and last time it happened precisely because of *&^%-up *&^% like this... Jesus, my Don, we're no better than Trainer, we can't..."

"If one man can rise above so many others and live, can he not impose his will on them?" Silvermane interrupted him. "Should he decide what should be done, even if it means others may not have a choice?"

Carter did not respond.

"We as society depend on cooperation, which can only exist when the group is more powerful than the individual," Silvermane continued. "I have fought my entire life to create this unity, and I shall not see it squandered by an upstart girl in a provocative costume."

"W-with all... due respect, sir..." Carter pointed at the Rhino. "That over there is one man."

"Enough," the Don said. "We shall speak no more of this. Extend the vacation for your men, the Rhino is to be deployed tonight."

"U-understood, my Don," Carter left the hangars, then whispered to himself. "Enough is enough."

* * *

In a few hours, the sun had set, masking Spider-Woman with the night sky. For the first time in over a month, she was free to swing around the city rooftops without angry men in coats tailing her.

 _I'm putting off getting rid of this costume again. It's gotta be the costume, but it doesn't want to go. I need heat, but those lasers aren't going to be enough. What else..._

"The power plant!"

 _Oscorp has that plant the Shocker tried to blow up, which is sure to have generators with plenty of heat... Could I survive that? And more importantly, what other option do I have?_

The Shocker carried the bomb to his beat-up Packard. His right gauntlet no longer had its wires exposed though the rest of his costume still sustained considerable damage.

"So much for hostages and everything else... I shall have to do this alone," he put the bomb inside the trunk.

"Its explosive power should be enough to level a few floors..." he pressed the dusty gas pedal. "I just need to reach the top."

He drove towards Oscorp Tower through a mostly empty street, not knowing Spider-Woman swung above him in the same direction.

Shocker drove with hunched shoulders, seeming downcast even through the mask.

"This is not how I wanted it to go. I won't be able to face him as he dies, or settle my score with Spider-Woman," he passed a series of red lights. "But he will pay. That is all that should matter. For her, and for me."

In his melancholic state, he wasn't focusing on anything but the road immediately in front of him, so he didn't notice when a helicopter with a pod attached descended from above, dropping its cargo onto the street with no regard for collateral damage.

The shockwaves when the pod made contact nearly ended the Shocker's plan prematurely as the Packard lost its direction.

"What the *&^%?!" he spun the wheel, trying his best to keep the car from completely turning over. He succeeded just barely, stall in the battered car with only a head bruise from hitting the wheel. It marked one of the few times in his life he was genuinely grateful for the shock-absorbing suit.

Spider-Woman had also noticed the pod, and landed on a roof nearby.

 _No way, that can't be..._

The pod opened, letting steam and the Rhino out. It looked just as it did at the time of its first deployment; not even a scratch on its armor.

 _How did they repair that so * &^% quickly?!_

Spider-Woman suppressed her urge to scream for an explanation.

 _Calm down... it's just a giant robot you almost died saving the city from... it's not like it's just back up in a few days like nothing happened or anything..._

 _And it's not like I don't have laser rifles this time around..._

 _Slap me with a tentacle, I'm so doomed..._

She stayed hidden, waiting for the Rhino to make a move.

"Battle Suit Version Three, Codename Rhino," it said with the same voice as before. "Activation complete."

"Scanning..." for a moment, Spider-Woman felt like it was gazing at her, but the one the Rhino set its eyes to... was the Shocker. "Scanning complete. One target spotted."

"Alison!" the Don's voice came out of the Rhino. "What a place for a reunion, wouldn't you agree?"

The Rhino's presence conveyed anything but surprise to the Shocker. Yet he watched in awe and terror, almost unable to speak. Despite the mechanical masking, he recognized the voice without a doubt.

"Silvermane!" he shouted as loud as he possibly could. "You... you... dare to face me like this?! Hidden behind another soul?! You disgusting, shameless coward!"

 _Hold on a minute, Alison? That name is kinda familiar..._

"Did you think I would not find you?" Silvermane said. "Alison, running these childish crusades..."

"Don't call me by that name!" the Shocker put his arm out of the car window, and fired a blast at the Rhino.

"And why shouldn't I? Your name, your life, your destiny," the mech absorbed the impact without so much as budging. "Everything you are I gave to you."

"Initiating phase one," the Rhino's blue lights ignited.

"No... you do not own me, not anymore, not ever again," the Shocker realized the futility of his attack. "I will... face you properly, just on my own terms..."

He spun the wheel as hard as he could, then hammered the gas pedal with his foot. Its spin came mere inches from hitting a lamp post, and his panicked attempts to evade the few other cars on the road left them hitting the walls.

"Your own terms?" the Rhino chased him, bashing away the crashed cars with ease. "You have surrendered the right to your own terms when you betrayed me, Alison."

 _Isn't this interesting... let's stick around. No pun intended._

Spider-Woman jumped over rooftops, keeping quiet enough to not show up on the Rhino's radar.

"Is that how you see it, you revisionist bastard?!" the Shocker shouted back. "You turned me into this horror, you made me... made me..."

"Made you what?" Silvermane screamed louder than the Rhino's audio output could handle, distorting his next statement. "I raised you, as my son and heir, and you murdered my best friend."

The Shocker, in his panic, took the wrong turn, crashing into the opening doors of the same power plant he'd almost taken over. His head braced most of the impact, the eyes of his mask cracked open. He fell out of the car through the door, and saw the Rhino towering over him, below a white cloud of steam pouring from a vent.

"Everyone, quick! It's him again, we have to run!" someone in the facility saw the two of them outside.

 _Should I intervene? That huge-* &^% thing might kill him._

Spider-Woman snuck behind one of the parked cars, both from her own curious nature and the need for self-preservation.

 _But then they'll team up against me or something, knowing my luck. Let's wait and take out the winner._

"You chastise me for the murder you yourself made me commit?" the Shocker got back on his feet, still not quite standing up. "I never... wanted to kill anyone. But you put me into that chamber, you took away my humanity, and then made me dance like a *&^% puppet!"

"Alison, you have lost your touch with reality," the Don's tone became somber. "I had nothing to do with your alteration. I did not force you into anything."

"Liar!" the Shocker fired his beams into the Rhino's chest, over and over. "You ruined my life! Turned me into a freak! A murderer! Then you handed me and Carolyn Trainer to Carter on a plate!"

"I bet..." the Shocker stopped firing, when it became clear none of the blasts impacted the Rhino. "I bet you don't even remember her..."

"And yet here you are, still alive," the Don said. "In other circumstances I would have been impressed. Whoever did this made you endurant, if nothing else. I have always suspected..."

"Who else could it be, but you..." the Shocker coughed. "It was you who had only perceived me as a tool..."

The Shocker rushed to the trunk, opening it as fast as he could. Yet he couldn't grab the bomb in time, a massive backhand from the Rhino knocking him aside.

"If, after surviving your... encounter with Carter, you had sought me out from the start, we could have worked out a solution," the Don said. "I could have kept you safe."

The Shocker fell crumpled to the ground, getting his costume torn again. He coughed, slowly trying to get up from such a hit.

"Some liars are so good... they've even fooled themselves," the Shocker stood up. "You spent so long in that ivory tower of yours you have long forgotten what it is like to truly suffer..."

"And now..." the Shocker's gauntlets vibrated with high intensity. "You stand before me, continuing to deny your sins with no hesitation or shame..."

"How far has your madness spread... But, even after all you have done...you can't forget who you are," the Don said. "You are Alison Joseph Silvermane. No matter how I look at it, you are my son. If you stand down, I can..."

 _That Alison...but he was just a kid, no older than Harry... holy * &^%..._

"That is not my name!" the Shocker fired from both his gauntlets at the same time, with maximum force.

"I am the Shocker, and only the Shocker!" the force of the blasts pushed him back to the doors, the side vibrations flipped the car over, and cracked the ground and walls around them. In spite of the attack, the Rhino stood defiant, immobile.

"I shall destroy this puppet!" the Shocker screamed. "And then I will find you, Silvermane, and make you pay!"

The continued sonic force smashed the doors from behind the Rhino open. Through the slashes of vibrating wind, the powerful thrusts of doors tearing apart, and other sounds, there was a distinctive crack from the Rhino's torso.

"Sigh... You do not even address me properly... what a pity," the Rhino took a few steps forward. "I have been patient with you, given you many chances, regardless of your grave misdeeds. Know that this is, first and foremost, your doing."

The Rhino grabbed him by his forearms, and squeezed.

"No, no, no! You won't stop me!" the Shocker screamed when the sounds of the blasts muffled, and sparks flew from between the Rhino's fingers.

Slowly, steadily, the Rhino spread the Shocker's arms away from each other. Then, it kept pulling. And pulling. And pulling, until the Shocker's arms went limp from the strain on his shoulders. With a dry pop, the suit at the shoulder joints were torn apart, tubes and wiring hanging from his sockets, yellow liquid bleeding from the synthetic wounds.

"I am sorry, Alison," the Rhino raised its right leg above the Shocker's head.

* * *

"This is sick," Spider-Woman jumped in. "Even for you, Silvermane!"

"Hello, Spider-Woman, and thank you for saving me the trouble of looking for you," the Rhino stepped down away from the Shocker, then faced her. "I apologize for this shameful display on behalf of my son, but he shall not trouble us any longer."

"And the Father of the Year Award goes to... after that heartwarming acceptance speech, I think I know right where you can put your award."

"Such juvenile humor... it is indeed you, Spider-Woman, new costume or not."

"Now that we have exchanged pleasantries..." Gwen assumed a battle stance. "I'll make sure you won't get to use an E-tank this time."

"Boldness... has our last battle already left your memory?" the Don asked.

"Has it? I remember your little robot toy getting very familiar with the floor, don't you?"

"Superficial damage," the Don smirked from behind his desk. "Enacted by weapons you no longer possess."

 _He's right... Let's hope my new treads even the odds at least a little..._

"Spider-Woman identified. Initiating phase two," The Rhino rushed at Spider-Woman with its arms spread out for a bear hug. Spider-Woman ran towards it as well, then slid between the Rhino's legs at the last second.

"Too slow!" from behind, she wrapped a tendril around the Rhino's leg. Next she pulled it back, trying to knock the Rhino to the ground.

"Too weak," Silvermane smirked as the Rhino stomped on the tendril with the other leg. Using Spider-Woman's resulting immobility, it rammed her with a fist, which tore the tendril away and sent her flying into a wall.

Compared with the agony she felt from getting stricken by the Rhino before, the only thing she felt was the wind that rushed passed her. Even collided with the wall, it felt little worse than a firm mattress. Gwen registered far more pain from the torn tendril, the shoulder it came from stung from reforming the costume tissue around the skin. Lacking the pain that would slow her down, Gwen sprung up fast enough to dodge the Rhino's shoulder bash.

"This is your power plant, genius," Gwen punched the side of the Rhino, hitting the spot between the armor plates. "You'll be paying for the damages, you know."

 _Huh... it doesn't hurt..._

"You must be more naive than I thought," the hit produced a loud thud, but left the Rhino unaffected. "If you believe such trivial costs concern me."

"Dude, stop trying to play psychoanalyst," Spider-Woman backflipped from the Rhino's arm swipe. "You're talking through a big robot. Have some perspective, that's just silly."

"You must be a social climber," the Don kept his calm. "You think your powers give you the right to deserve my city. That they give you a right to rule."

"Buddy, you don't seem to care that much about your city to begin with," she jumped over a few spiders crawling by, then used a web to divekick at the Rhino's head, and bounce off before the Rhino could grab her.

"Then again, it's a pattern with everything you own, isn't it, Silvermane?" she ran backwards, rapid firing webs at the Rhino's feet. "Your city, your son, your company..."

"My company?" the Don raised an eyebrow. "You're making less sense than Alison did. I'm impressed, that takes remarkable effort."

"Of course you don't know," she stopped in front of the vent, steam pouring from its shaft. "You talk big words about your 'property', yet you pay very little attention to it."

"Cease this mockery," the Rhino leapt at her. She rolled forward, letting the Rhino crash into the gap, and face the full blast of steam erupting from it. Something inside the Rhino's chest let out muffled screams and coughs, while the mech itself walked out seemingly undamaged.

"Why? Don't you wanna know who plots behind your back at this very moment?" Gwen shrugged her shoulders.

"You do," the Don's tone lost the security it had before. "Once you're out of the picture, the city will return under my total control, as it was since the days of Capone."

 _Should I?_

 _If I tell him, Emilia Osborn might out me in return._

 _Wait, what am I saying? Of course she'll out me, that'll be the first * &^% thing on her list! Ok, maybe second, after whatever it is she needs my blood for. She needs to be taken down as early as possible!_

 _But then, what about..._

"You have, however, peaked my curiosity," the Don said. "Every rival gang in the city has been shattered or fears me too strongly to rebel. Every business pays tribute in one way or another, and the S.H.I.E.L.D. is too busy chasing aliens. So, pray tell, who is conspiring against me?"

"Emilia Osborn," she said before she had time to doubt her decision.

The Rhino took a step, scaring away a swarm of spiders around it.

"Suspend mission," said the Don, and the Rhino's blue lights faded. "Emilia Osborn? That is impossible. She has always been a loyal member of the family. If you are just trying to stall your demise..."

"She killed Mendell Stromm."

"You killed him. And left indisputable video evidence. Time to stop this comical far..."

"An imposter. Hired by her."

"That is simply impossible. Rhino, resume..."

"You are ordering your pet mech to fight someone called Spider-Woman," Gwen put a loud emphasis on her superhero name. "And you think someone dressing up in my costume to throw off your suspicion is insane?"

"I shall have to admit, that is... plausible." the Don mumbled. "If this is true..."

"Now then, you tell me something. George Arthur Stacy," Gwen's tone became cold. "Who killed him?"

The don did not respond.

"Tell me who did it, you *&^%! I gave you valuable information, I deserve some in return!"

"Just as I said before; that debt has not yet been paid," the Don said. "If you have to, know this; asking now won't give you the satisfaction of revenge, not anymore."

"Don't presume to know!" Gwen screamed. "What it will or won't give me is my *&^% business! Just tell me already!"

"Who are you to deserve that information? An impulsive outsider, a shameless, honorless freak hiding behind a false persona intruding on our history. The family owes you nothing. However, if your claims about Emilia turn out to be correct, I am willing to offer a truce..."

"Like hell!" Gwen shouted. "This city has been your personal playground for far too long. One way or another, I'm taking you out!"

"Then you refuse reason... so be it. Rhino, resume mission."

* * *

The night sky now engulfed in clouds showered the ground with rain. The water particles slowed down, one by one, under Gwen's heightened perception. In a flash of lightning, she appeared in front of the mech, striking its chest with all of her might. The power of her strike pushed the rain away, though the Rhino remained still. Then, in the space of a moment, she was out of the Rhino's reach.

Words failed her, letting only an echoing hiss out of her mouth. She jumped around the Rhino, delivering an attack after attack, each punch or kick only sending the rain away. Each strike from Spider-Woman lost the technicality of motion bit by bit, morphing into an uncoordinated series of strikes, kicks, and punches more suited to a cornered hunter.

The Rhino's own attack patterns began to slow down not just from Gwen's focus, but also as the mech was running out of strategies.

The spiders which had previously roamed aimlessly around the plant, now came after the Rhino. In a synchronized swarm. They climbed the mech, spreading until the Don could no longer see his screen.

"What is happening?" the Don brought the menu up, seeing the interface working just fine. "How can the sensors be compromised?"

Then, the Rhino stopped moving. Spider-Woman backed off, hissing at the mech.

"Intervention detected..." the Rhino said. "Intervention detected, intervention detected, intervention detected, intervention detected..."

It scratched its chest over and over.

As spiders fell, many more came to replace their fallen comrades. Gwen could not explain it, yet she saw the spiders crawling inside the Rhino's armor through the crack in its chest.

"Reboot!" Silvermane pressed the button multiple times. "Reboot, you blasted can of faulty metal!"

"Intervention... intervention... intervention... aaaargh, get them off!" the Rhino pulled its own chestplate. One tube at a time, the plate snapped off under the Rhino's strength. From deep inside the Rhino's chest, Gwen heard a scream.

"God... they're everywhere! Get them off, get them off!" came a male voice she seemed to recognize.

Thanks to the large hole in the mech's chest, more spiders crawled in. Under the layer of arachnids, Gwen could just barely make out the top half of an anorexic, almost skeletal figure. Tubes and wires were crudely inserted into its back and arms, which at the hands faded in a mess of plates and microchips, as did everything below the torso. The spiders nested on every bit of bare skin, biting as much exposed tissue as they could.

"Please!" the figure screamed. "Just get them off, please! Make them stop! Make them stop!"

The head lacked hair, merely a tube inserted into the back of his head. The skin on his face stretched thin over sharply-protruded bones lacking any signs of visible muscle. It looked more like a skull wrapped in gauze than it did a living man's face. And yet it breathed, by some abomination of medical science, he was still alive.

Worse still, the features retained just enough familiarity to be recognized for who he was.

The name came in a hiss barely above a whisper.

"Alex?"

"Do you hear me, Rhino?! Reboot! Re..." the Don's voice got cut off by the spiders biting the wiring apart.

"Alex?" Gwen repeated, her voice normalizing. "But how?"

"Save... me..." he coughed repeatedly.

 _There was a person inside the whole time... It wasn't a robot at all... Silvermane did this to him, and now..._

 _And now I'm killing him!_

She took a step back.

 _How am I doing this?!_

 _How can this costume..._

"Stop!" she shouted at the spiders. "All of you, stop!"

She fired webs, tried to summon a tendril, and to will the spiders away. They continued swarming Alex, disregarding her actions.

"Please..." Alex whispered. "Make them... stop..."

"I'm trying to!"

 _Think... just think, for * &^%'s sake! There has to be a way, there has to be..._

 _The plant!_

She looked back at Alex, the victim of the Don and the first step that led her through the chaos her life had become over the past month with pity.

"I'm sorry, Alex. I'm sorry I couldn't save you."

He shivered in his mechanical confines, coughing and gasping as he spoke.

"You... you should've let Alison kill me. Who knows, maybe he was doing me a favor... please... make Silvermane pay. For...for what he's done to me, and Alison."

"I'll come back for you, I promise. But I need to get this suit off."

Without another moment of hesitation, she ran toward the plant.

* * *

Spider-Woman raced up the catwalk, thankful the guards were gone this time and there at least weren't any bombs to disable.

She considered storming the office to search a computer for any active chambers, but disregarded it; she'd need a computer genius like Peter to make any sense of an active geothermal plant.

There was nothing left but to try some exploring.

She began to run down a winding series of stairs that led down, but was suddenly stopped as a black tendril wrapped itself around the railing.

"Sorry suit, but this just isn't working out between us." She pulled at the appendage, pulling the black substance that refused to move.

"I know you're a little...clingy," Gwen grabbed the rail with both hands, pressing her feet against the wall and sprung back as hard as she could.

"But I think it's time you saw other people. Or better yet, don't." Reluctantly, the grip loosened, Gwen using the moment of freedom to use her ever-reliable webs to swing to her feet.

If she tried to go down again, the suit would keep her stuck in one spot, or worse still, have her take one misstep and knock her unconscious.

Stairs were out of the question.

She looked around the main entrance again, finding an elevator tucked in a corner.

"Or I could just use that."

The problem came when she tried to run. Her legs felt heavy and slow, the steps easy enough to follow but the motion felt wrong, just a fraction out of sink with the rest of her body.

"Trying to have me fall on my face? Hah! You're pathetic, I've had hangovers harder to walk off. Alcohol-free mojitos for life."

Snarking with a suit wasn't something she'd expected to find herself doing, not when the fabric seemed to be having a mind of its own, or at least had some objections. In any case, it kept her mind focused on resisting its will.

After a minute of slow going, she stepped into the elevator. There was little to see save for a control panel with labeled number keys and a lever.

And then she went blind.

The dim interior with faded yellow walls was replaced with a blankness where her vision should be.

"Oh, come on!"

Calling it black would assign a solidity that just wasn't there. Transparent would've been a better description, colorless and without form. There was nothing to notice, focusing on what felt like vision in front of her eyes was less something to be defined and more imagined as a concept.

Undeterred, Gwen felt along the walls, thankfully not having far to search in such a cramped space.

Not so thankfully, the keys were labeled with braille as her only guide. With eighteen keys on a double count, she couldn't be sure where the digits started, and even if she was, she didn't know the place well enough to have that knowledge be of any use.

"Hmm, eeny, meeny, miny, go!"

She mashed a few buttons and pulled the lever.

The elevator produced a quiet hum, the subtle vibration at her feet indicating she was at least going down.

She sat on the dusty floor, listening to the sound of electronics as she mentally prepared herself for the strain of removing the suit.

 _If I can just get one of these chambers hot enough, I might get rid of this parasitic..._

 _But what if..._

"Just relax. As soon as it reaches the bottom I can go looking."

But in the meantime, she was soothed by the purr of the electronics. She rested her head on her hands.

She felt herself growing tired as the exhaustion made her limbs heavy.

 _Just, a little break..._

"No! You only fight me if I fight back. So you know what, I won't."

She got to her feet, brushed herself off, and closed her eyes. When she opened them, she'd see again, the tiredness would be gone, and there was nothing the suit could do to stop her. Because in her mind she willed it so, damn it.

She blinked.

And found herself looking through open doors to a corridor leading out. On the panel, "level 7" was displayed in green.

The place was empty. Her breathing felt loud in her ears and there seemed to be no one left around.

On the walls were various charts, graphs, and printouts detailing the day's output. Gwen had neither the time nor inclination to check.

Thick steel-enforced doors that could only be securing generators would be difficult for her to normally break, but would be perfectly manageable as she was. But she did not want to use her costume any more than strictly necessary, she couldn't shake the feeling that her mental hold would not last much longer.

 _Whatever this thing was, it was getting smarter._

As it was she continued her search for any other way to gain access. There had to be, if only...

 _Spider-Sense!_

Around the next corner, she heard footsteps.

With every door locked, it was not possible to open one without being noticed, there was no other option than to fight.

Her...its tendrils twitched, ready to strike.

"But I won't be a slave to this, never!"

So she did something Gwen never thought she'd do; when the trentchcoats came she let them fire their rifles at her, knowing the horrible thing she wore would keep her safe.

They blasted her with burst after burst of green energy, she stood still, letting the tentacles catch and absorb the damage. As a consequence, the suit screamed in protest, lashing and gibbering as it struck at her attackers. But this too would not be allowed, as she webbed her own tendrils, binding and subduing them, letting the suit weaken.

After a minute passed with the strange inhuman creature taking rounds of energy without physically speaking with its black skin shifting, the men dropped their weapons, screaming.

"Please, don't kill us!"

"Mercy!"

"Oh Lord forgive me for I've sinned!"

The suit stopped its physical coercion, and began flooding her veins with adrenalin. A uniquely strong dose of endorphins that made her feel so strong and in control, in her previous fights.

But she stood her ground. She quickly webbed the poor men reduced to weeping or screaming, gagging and tying them up.

* * *

Suddenly, there came the sound of something heavy and metallic clanging against the wall.

Looking behind, she saw a reinforced door swung open with light pouring out.

A more thoughtful and less desperate hero might have considered not simply running toward that source, but Gwen was neither of those things, thus she entered.

Inside was the site of what she'd both hoped and dreaded; a console room with measuring equipment gauging generator productivity, temperature controls, again many charts she did not understand, a console that took up a large chunk of space, a second door leading into the chamber itself, and a worried-looking operator with messy brown hair. He seemed young for the position, his padded labcoat doing little to convince her he wasn't fresh out of post-grad.

"You made it, thank God. Hurry, before it regenerates!"

As desperate as she was to be rid of the black costume, she was taken aback by this man's response.

"Wait a minute! How do you know..."

He gestured impatiently with one hand at the generator seen through thick glass windows. "I'm a friend of Michael Morbius. He's told me the important details. Please, if you need an explanation there'll be time for that after you've gotten rid of that parasite."

Inexplicably, she felt none of the familiar indications of her Sense. Perhaps it was yet another trick of the suit, but as he'd said, she didn't have the time.

"Thank you... I think. How hot are we talking?"

"Six hundred degrees. Hot enough to burn that thing off, hopefully without killing you, provide you get the hell out of there asap."

He pressed something on his console, a light flashed in response on the door, and it opened.

The monstrosity shrieked, morphing multiple tendrils at once, lashing at the technician, trying to stop it's demise.

She gave a quick nod, before grabbing as many tendrils as she could with lines of web, and ran inside without a second thought.

Inside housed the geothermal generator.

The door clicked, locking her in.

Above her, a milky liquid descended from pores in the ceiling, giving off the unpleasant scent of rotting eggs and sewage. Below, steam started to rise as the generator roared to life.

Now exposed with no exits available, the costume lost its collective mind. Its skin boiled from the blasts of steam that began to soak her body with agonizing heat. Every instinct in her gut urged her to escape, yet she resisted them.

 _It's the costume... it doesn't want to die... can't really... fault it..._

Two tendrils from her back attached themselves to the walls, pulling Gwen out with all of their might.

 _No way, you tentacle goop... you're outta this bod!_

She stuck to the opposite wall, letting the tendrils face the full force of steam.

Gwen screamed loud enough to make her cough.

The costume peeled, chunks of it falling off her skin one by one, starting at her shoulders. The steam hit Gwen's exposed skin, burning it alongside the boiling costume.

"I have to... have to leave... No!" she coughed. "Those aren't my... words..."

"I thought... I had power..." she whispered through coughs. "But..."

 _I... need..._

"You are toxic... "

 _More power..._

"You're trying to control me!"

 _I only want..._

"I won't take power from you any more!"

 _To not be afraid..._

The remaining parts of the costume squirmed, countless small tendrils tried in vain to connect the parts together before dissolving in heat. Gwen's sight blackened, her breath turned heavy. She could smell something... charred.

"I gave you strength. You needed power. And I gave it. You needed protection, and I gave it. I only wish to help you. Help you gain the power you need. You're too weak to protect your loved ones without me. They will die without me!"

"No, I may have gained power, but it was not mine. Power gained by hurting others isn't true strength, it's fear. I will fight with the power I've earned, not the fear I'm given. Because great power should never come with great cowardice."

She coughed again, no longer having the breath to scream. Her ears rung, in-between quiet echoing whispers she could hear.

She started losing her grip on the wall, clinging to avoid the spinning blades of the turbine below.

"I can't die..." she whispered.

 _Afraid..._

She slid further down from the wall.

"Osborn will expose me... Mary Jane, Peter, Jean... they'll all be in danger..."

 _Leave..._

Her eyes began closing.

"I have to be there... to protect them..."

The pain stopped at the legs, just as all other sensations stopped. The last bits of the costume faded into black dust.

With eyes closed, Gwen shot a web outside. Taking every bit of strength she still had, she pulled the web to reach the other wall. She managed to stick, just before the web itself got vaporized.

Her legs still refused to move.

 _Doesn't... matter..._

She climbed up with the strength of her arms alone, and before she knew it, she was out of the chamber. The realization soothed her into unconsciousness.

The technician opened the door, relieved to see her alive.

He dug a coat out of his backpack and wrapped her naked form as best he could and began his long trek out of the building, straining to keep her above his shoulders.

"Man, you're heavy, you should probably cut down on the gym visits... too much muscle..."

Seeing the guards were still unconscious, he grabbed a few rifles for safekeeping, and stored them in his pack. He had the sneaking suspicion they'd be needed for his own protection that his old blowtorch couldn't provide.

When he reached the top, he checked for any followers, and ran toward the street with Gwen's body in his arms.

* * *

Soon the rain ceased pouring, Rhino and the Shocker still lying on the ground, immobile.

The spiders were nowhere to be seen.

Two black vans parked near the power plant. People in fully-concealing black combat gear exited both vans, followed by a woman in a black helmet and cape that concealed her form.

"So, the reports were true," she glanced at the Rhino. "Osborn, you grabby plagiarist, you..."

"Should we retrieve it?" asked a man next to her.

"Of course. Have it fully repaired and restrained. I wish to get to know the host."

She then approached the Shocker, placed a battery next to him, reattaching the wires and inserting the battery with practiced ease.

"Gah!" the Shocker twitched. His vision and hearing returned to him.

"Alison, are you awake?" she asked in a softer tone.

"W-where am I?" he slowly regained his voice from static. "Silvermane! Where is Silvermane?!"

He got to his knees, not having the strength to stand.

"Silvermane isn't here, Alison. You're safe," she walked in front of him.

"That voice, you can't possibly be..."

"Yes, it's me," she pressed her hand to the helmet. With a squeeze it popped open, letting her remove it.

"It has been a while, hasn't it?" she smiled.

"You've been alive all this time... " the Shocker's eyes widened. "Have I gone mad? Have I died? No, it is too good a place for that."

"Always so dramatic," she let out a laugh. "Don't worry, just like me, death cannot take you."

"Why have you come back? Silvermane, he's still around, he might..."

"I came back exactly because of that. To take the city from the madman's iron grip... I only ask of you one thing; will you follow me again?"

If they still could, the Shocker's eyes would've been wet with tears.

"Yes..."

* * *

In the secret laboratory of Oscorp Tower, the chair module had green liquid pouring through its tubes from two large tanks to its left and right. The luminescent liquid kept the room lit bright enough to make any additional lighting unnecessary.

The room's lone occupant was Emilia, who had just hung her labcoat to a wall.

"What was once lost, has been found," she adopted a twisted grin. "Everything you bled for, now restored."

The liquid flowed through each tube around the chair, illuminating in green light.

From the back of the chair, a formation of small needles emerged.

"Today, we live again."

If anyone else had been present to listen, they would have heard the sound of the fluid as it ceased flowing and something beginning to stir.

Then, one step.

Two steps.

Three steps.

And a voice; high-pitched and triumphant, too distorted for a human to make as it modulated between pitches in a deep-throated peel of laughter.

"Ha ha ha! Aha ha ha ha! Ha ha ha ha ha!"

 **The End.**


	12. The Osborn Blood Part One

**Disclaimer: We are not Marvel.**

 **#2:The Osborn Blood Part One**

With only a moment's hesitation, she gently knocked on his door; three taps, a moment's pause, and one sharper jab. It was a ritual she'd done for so long she couldn't quite remember why.

With a smile on her face and a bag in her hands, she waited for the inevitable.

"Coming," said a welcoming voice before opening the door. Captain George Stacy, still in his blue uniform, let Gwen inside.

"Get ready for the tale of Gwen the Gwentastic!" she burst into the house grinning in her school uniform. "It's a story of good grades, triumph over adversity, and promised pizza!"

She hugged him with one arm as she peeled off her backpack hanging from her shoulder, resting it on the kitchen table.

"Hah... grades first, then we'll see about that pizza," he smiled. "Evidence first as always."

Gwen cleared her throat dramatically, reaching in to pull out her report. She held a stack of papers and her phone high above her head as though it were a treasure map.

"Okay, here's the documentation, here's a certified photograph, here's three independent witness accounts, and a recording of the teacher verbally confirming the validity of these grades."

"Oh, you adorable overachiever..." George scratched the back of his head. "Just the grades will do."

"Tee hee... do I get the pizza now?" She stared at her father with shamelessly wide, pleading eyes.

"I swear, you're going to own this whole town when you grow up," George teased, ruffling her long blond hair. He picked up the phone. "Pepperoni as always? Or something else this time?"

As it happened, the phone rang first.

"Yes? Oh, it's you. Can it wait, I'm in the middle of some..."

"You did? I... I see. I'll be right over."

Gwen couldn't hear what was being said, but her relish grew cold as she felt on some subconscious level that there was something serious creeping at the edges of her understanding.

"Who is it?"

The concern on his face had not gone unnoticed. He'd adopted the policeman's mask, stoic and restrained. No longer George Stacy her father, but Captain Stacy of the NYPD.

"Not now, Gwen," he hung up the phone, then dialed up a number. "Carter, it's Stacy. Get DeWolff and meet me outside the Oscorp Tower."

"So... You're going?" Gwen asked.

"Gwen, dad really has to go," he holstered a black revolver from a nearby drawer. "Just take a nap. I'll be back before you know it. Then we can have that pizza."

 _It's gotta be something dangerous... maybe, I can help?_

 _I am strong now, I can help!_

 _But... if I'm there, something might..._

 _I'm... I'm..._

* * *

"Gah!" Gwen sprung out of her bed, crumpled blankets falling off her bare skin, feverish and sweating.

She found herself lying in her room, both MJ and Peter staring at her and blushing.

They sat in chairs placed near her bed, watching over her as she rested.

"What?" Gwen asked. The two glanced at each other as if to say "you tell her".

"Gwen, you might want to..." MJ started.

"To look down..." Peter finished.

She appraised the state of her condition, discovering that the bandages covered less of her skin than she'd hoped. Far less.

"Screw you, guys..." she mumbled and covered herself with a blanket. "Wait a second... how am I here? Last time I remember, I was at the..."

"At the power plant?" Peter said. " I found you and carried you here. I wanted to take you to the hospital, but MJ insisted here. She patched you up."

 _Your identity would've been discovered with a simple blood test; good, quick thinking on MJ's part._

"Thanks, to both of you," Gwen smiled at them.

She stretched her sore arms, turning over to face her companions, lying on her stomach.

 _Wait... if he found you at the power plant, that means..._

"You saw me naked!" Gwen shouted at Peter.

"What?" Peter's cheeks were the color of ripe cherries. "No, no, I covered you with my coat on the way back."

"Oh, good, I think..."

"Truth be told, I went to the power plant because Dr Morbius suspected Spider-Woman would go there to get rid of... Venom, he called that weird costume. So I went in disguise to help her operate the plant."

 _That means he was the... huh._

She felt a chill run down her spine.

"But after Spider-Woman went there, I couldn't find her," Peter continued. "I found you instead."

 _Crap... oh crap... Nothing I say will make sense. Yes, what was I doing naked and with severe burns, at a power plant, next to two wrecked cyborgs? Must be one * &^% of a party, huh?_

"I... I was... I mean..."

 _Just tell him. He can't be any more of a target than he is already. He's been kidnapped by a vampire, for * &^%'s sake, telling him will protect him more than leaving him in the dark._

"It's because... what I said before about helping Spider-Woman wasn't quite true..."

 _He's going to hate me. For some reason, he's going to hate me now..._

"Actually, I'm Spider-Woman."

Mary Jane smiled in approval, all but saying "about time".

 _Why did I just tell him that?!_

 _He's so going to jump up and hate me forever..._

"I'll confess, I thought as much," Peter said. "You both are equally awesome, it only makes sense."

 _Huh?_

 _Just... like that?_

 _Double huh?_

"Triple huh?" Gwen's tone changed into a more serious one. "You're strangely ok with this. I mean, this is big. Do you even imagine how big it is?"

"It's how I said before, Spider-Woman, you that is, saved me and my aunt. Why wouldn't I be ok with that? Why wouldn't anyone remotely sane be ok with that?"

"I have... a lot of enemies," Gwen stared Peter in the eyes. "Powerful ones. For the sake of your or your loved ones becoming a target, no one must ever know my secret."

"I understand. I've seen how irrational Jameson is, and trying to change his mind earned me a three-month noodles-only diet... if that man ever finds you out, all hell will break loose."

"I don't mean him. I mean: a fishnet-clad terrorist cyborg I once went to school with, a faux healer hypnotist, a mutated man-scorpion, a big nigh-indestructible mech owned by the head of New York's organized crime, and a ninja in employment of a psycho Oscorp executive, who already knows my identity and has my blood for... whatever it is she needs it for. That is a lot of baggage. Are you sure you can..."

"This changes nothing for me. I meant what I said before. I want to help you!"

 _It was silly to think he'd hate you, in retrospect._

"I see... geez... I feel like I've just been proposed to. Like I've just dragged you into a bigger commitment than even marriage..."

"You haven't dragged me into anything, Gwen. I choose this."

"Then..." she sighed. "I accept your help."

"Not to intrude on your confessions or anything," Mary Jane intervened. "But now that he knows anyway, I might as well ask; what happened yesterday? Peter brought you to me with so many burns, what did you do? And about that black..."

"What happened is I got rid of it," Gwen responded. "It was some kind of Oscorp &^%-up *&^% that almost messed me up, it's gone now. I feel fine."

"Are you sure?" Mary Jane asked. "Peter told me some insane things about that costume. Are you absolutely, one-hundred percent sure you are okay now?"

"Yes, mom," Gwen muttered in a tone of benign sarcasm. "I'm okay now, it's gone. It was weak to heat, hence the burns."

"So I heard from Dr Morbius..." Peter said.

"You went to his place?" Gwen asked.

"Yeah, I figured that black goop must have come from Oscorp, so I asked him. Then I went to Oscorp Tower. And you know the rest."

"I guess now that I'm sure you're ok," MJ got up from her chair. "I'll let you two lovebirds be. I got dazzling things to create."

She left the room and closed the door. She didn't say anything more, but the expression on her face seemed weary.

"So," Peter broke the ensuing silence. "Why did you decide to become Spider-Woman? What got you into the superhero business?"

 _Heh, here it goes._

"I haven't told this to anyone, besides MJ. What you're about to hear is grade-A private stuff. No one must ever know. Got this?"

"Absolutely," Peter nodded without a trace of hesitation, miming a zipper over his lips with an index finger.

So Gwen told him everything. Her school trip to Oscorp, the spider bite, and the powers it granted her, and after her father had died, what she would do with it.

He did not say a word as she told her story, occasionally muttering an ascent to her rhetorical statements or nodding absentmindedly, but otherwise listened with rapt attention.

Some twenty minutes later, she'd finished giving a condensed version of the events he'd not seen for himself. When she'd finished speaking, Gwen felt as if a thick tension somewhere inside of her had lifted in the midst of her explanation.

Perhaps it was simply the novelty of no longer having to keep secrets around Peter, or that it was just what she needed to unload the stress of coping with the Venom suit, short as it was.

Regardless, she treated him to a warm smile.

 _Even though I told all this to MJ before... somehow, it feels different now. Like I said something I hadn't before._

"But why this? You could have kept the power to yourself, make life a little easier. You chose the road less traveled."

"It's the right thing to do..."

"It is. But many others wouldn't have chosen the life you have. When they get their powers, their first thought is how to reenact their latest GTA power fantasy."

"Not mine," Gwen sighed. "My first thought was that I could defend and help, until... I got scared. So I promised myself not to get scared again. But... at first, it didn't work."

"MJ said you've been on... hard times, before you met her. If you're comfortable with telling..."

"No, it's alright. I had somewhat, how to say, a rocky start. I went bad. And paid for it, a second time."

"That's when you actually became Spider-Woman?"

"Yes. Sometimes, when I see people staring at me, I get a feeling that they know my past... and judge me for it."

"Is that why you were so scared at aunt May's?"

"Yeah... I crumble down when I'm next to people I don't hate."

"Does that mean you hate me?" Peter said in jest.

"No-no-no!" Gwen frantically waved her hands. "I don't hate you!"

"Don't worry," Peter sat next to her on the bed. "I don't hate you too."

She leant forward, eventually meeting her lips with his.

In the hours that followed, Mary Jane was grateful indeed for her noise-canceling headphones and sufficiently loud singing of Ryoko Sabuki.

* * *

"Ok wow, this got somewhere rather fast..." Peter got up from the bed, firm buttocks on display. "Awkward."

"Yeah..." Gwen, still on the bed enjoying the view, awkwardly smiled. "Awkward. But... g-good. And awkward. And good."

 _Not to mention, good and awkward._

"You should put on the costume next time," Peter smiled suggestively.

"Only if you wear the maid one," Gwen countered with a similar expression.

"There is a... maid one?"

 _Oh nuts, the costume..._

"Oh no, my costume! I totally forgot about that! That *&^% mess at the power plant destroyed it completely! How am I supposed to be a superhero now?"

"I think Hawkeye and Black Widow use their S.H.I.E.L.D. uniforms..."

"It's not the same..." Gwen mumbled. "I have actual powers."

"Oh!" Peter raised his index finger. "You should totally wear a coat and a hat! With some kind of a freaky mask and goggles!"

"To make me indistinguishable from my enemies? Have you seen most of the goons I fight? They look like the thirties kicked them out and told them to never come back."

"MJ can make you a new costume, I guess. You should lay low until then. You've fought some hard stuff, you deserve some rest."

"I suppose you're right," Gwen fell back to her bed.

Her laptop chose that moment to chimed in with a notification.

Both Gwen and Peter muttered "Huh?" in unison as Gwen picked the laptop up from the table.

 _IronManRules: Hey, I hope this is the right account. Gwen, are you here?_

 _GwenTheGwentastic: Who is this?_

 _IronManRules: It's me, Harry. Your phone wasn't responding for some reason._

 _GwenTheGwentastic: That... is a long story._

 _IronManRules: Anyway, could we talk about something soon? I'm at Times Square, can you meet me up there? It has to be in person._

 _GwenTheGwentastic: What's the urgency?_

 _IronManRules: My mother is missing._

* * *

Moments later Gwen swung out of her apartment. She wore red baggy pants, sneakers, and a black hoodie with a spare mask MJ found on short notice. Though firing webs with red gloves around her wrists proved a bit difficult, leaving fingerprints would have been much worse for her.

 _Just after you tell the Don about Emilia Osborn, she disappears. What could this mean?_

"Two things; either she has gone into hiding, somehow discovering that the Don knows now ahead of time, or something happened to her," she jumped on a roof, noting that her jump height had decreased to its proper distance.

The limitation was comforting, in its way.

 _And if something happened to her, who's to blame?_

"Oh come on. She framed me for murder her pet ninja committed, kidnapped me, *&^%ed Michael Morbius up for life, then tried to have him killed anyway," the backpack on her almost slid off. "There's only so much guilt one can feel."

 _Does Harry know any of that?_

"I don't know," Gwen swung from roof to roof. "Does he? The Chameleon did mention Harry once, but... Harry is just a kid, he can't possibly be involved in all this madness."

 _He's the same age as you, and you're involved in all this madness._

"Yeah, well, girls mature faster."

Gwen slid into an alley just far enough from the crowd at Times Square, then after making sure no one was watching, opened the backpack.

 _Just taking off the mask won't be enough to keep your identity hidden. If the rest of the clothes match; putting two and two together is easy._

"Which is why I came prepared. You'd think my own inner voice would know this."

She took off the hoodie and baggy pants, leaving her with black shorts and a green-and-black striped tank top.

"Besides, it'll be summer soon."

 _You sure look ready for summer with all those bandages..._

"Sigh..."

* * *

By the time Gwen had reached the crowd, it had doubled in size. Although the gazes were directed at the stage with a podium in front of them, she felt small in the crowd. She felt vulnerable without her costume. Against her own rationality, she expected them to turn around to judge her as inhuman.

 _MJ... if she were here..._

A hand lightly gripped her shoulder.

"Hey Gwen, thanks for coming here," a man in blue jeans and a black hoodie removed his oversized sunglasses.

"Harry, why here?" she pushed his hand away. "I hate crowds."

"We blend into the crowd here. This is a charity event, to deal with the accusations of that 'Rhino' attack from a few days back."

 _The attack Oscorp helped cause... but he might not be aware of that._

"Listen," Harry continued. "Something is going down, and you're the only one I can trust about this. My mom is nowhere to be found, these guys in coats are looking for her and for me, and I don't have the slightest clue as to why."

 _Your mother was a part of a criminal syndicate, until she decided to plot against its boss. And to antagonize me._

"I mean," Harry looked behind him. "Gwen, have you seen anyone die? Right before your eyes?"

"Before my eyes?" Gwen averted her gaze. "Yes... a few times."

"Well you're not the only one. The Don's men are merciless. If any of them find my mother, she'll be..."

 _So he does know about the Don._

"Harry, how exactly do you expect me to help?"

"They're after me, but they're not after you," he spoke quickly. "So you can go where I cannot. My dad used to own a manor at the outskirts of the city. Please, can you go there and just see if she's safe?"

He dug into a pocket, handing her a slightly crumpled piece of paper with the address neatly written in pen.

"But, what are you going to..."

"I'll be ok, I know how to hide!" Harry slipped away into the crowd.

 _Sure, I'm totally going to check in on your evil mother, that won't bite me in the * &^..._

"Welcome, and thank you for taking your time out of your busy lives to come here," Allan Silvermane spoke from the podium.

 _He's here!_

 _This is our chance!_

She dashed out of the crowd, into the alley.

"A tragedy has plagued this city," Silvermane spoke from the podium. "The armored mechanical threat known as the Rhino has devastated these very streets. I know, many of you..."

"You did it!" someone in the crowd screamed.

"Yeah!" added another. "That thing is yours!"

Tomatoes, tin cans, trash bags, and other assorted junk was scattered in Silvermane's vicinity, but he remained adamant as cleaning staff brushed away the litter.

"I am aware of these accusations. And as a sign of good faith, I have come with this proposal to help rebuild this city, with the announcement of this charity drive. Dedicated to a great man, who gave his life for the betterment of humanity - the Norman Osborn Foundation!"

The crowd was silent.

Spider-Woman ensured it wouldn't last.

"Silvermane!" Spider-Woman landed at a signpost near the podium. "This ends today!"

Four trenchcoated guards appeared at the podium, aiming their laser rifles in her direction.

"I must confess," Allan adjusted his tie. "I think I prefer the black one, or at least the one before that."

"Yeah, your costume sucks now! What happened to your black one?" someone in the crowd shouted.

"Your dad washes it for me, *&^%," Spider-Woman replied, then turned to Silvermane. "Time for answers. Who killed Police Chief Stacy?!"

"Haven't you been on the internet?" someone shouted from the crowd. "Government-employed mutants did that, so that Fury could take away our guns!"

"You nuts?! The Avengers would do better than our so-called police. At least they'll get the job done instead of sitting on their sorry..."

"Let honest men handle it. If you ask me, we've had enough of these inhuman weirdos."

"Nah, it's not the Avengers we need, but a group that gets the job done. The mutants made this mess, let them clean it up for once."

The crowd descended into a heated political argument, diverging their attention from Spider-Woman and Silvermane.

She glared at the Don through her mask.

"Now, who murdered Captain Stacey? Talk!"

His guards postured around him with guns at the ready, though she paid them no mind. In public they dared not risk firing a stray bullet through a civilian's back.

* * *

"If it weren't for you, the killer already would be..."

Silvermane did not have the chance to finish his sentence as a bolt of electricity came crashing down between them, jolting Spider-Woman off the traffic pole, turning the metal warped and hot to the touch.

"Aaaargh, what the *&^%?!" she landed on all fours. "Wait a minute..."

 _Why didn't Spider-Sense react?!_

The crowd ceased their activity, stirring into a anxious state as they sensed something not entirely human was approaching. With the intuition of those long accustomed to superpowers, the crowd scattered every which way.

Silvermane's guards did not stop them, sticking close to their charge.

From the sky, a second bolt of electricity nearly hit Spider-Woman.

"Again?!" she shouted through the roar in her ears. "Do your job, Spider-Sense!"

"What's wrong?" a high-pitched voice cackled. "Out of your comfort zone?"

The guards aimed their weapons at the source; a figure in green standing atop a pair of wings that extended outward from a rocket speeding downward from the skyline.

From the stylized dragon head at the front of the rocket, its mouth retracted its mechanical jaws, letting loose a thick green beam of energy directly at Spider-Woman. It melted the concrete below her, as she webbed herself to a nearby billboard.

 _This is the worst possible time for another freak..._

Swinging away from the blast, she got a good look at her surprise attacker: a man in a green kevlar suit, with scaled knee and shoulder pads, a strip of torn purple cloth wrapped around his torso, and a pair of gloves, boots and belt of the same color. The latter was lined with many bulging pockets.

Rather than a proper mask, he wore a purple and green cap that half concealed his facial features which only reached down to the top of his nose, holes cut to reveal two bright yellow eyes that shone like a cat's. The grin he revealed was similarly catlike.

"Let's get both of them!" one of the guards primed his gun.

"No," Silvermane stopped him. "Witnesses. We leave now, and let these two exterminate each other."

The attacker aimed his right hand at Gwen, energy sparking between his fingers.

"Not this time!" When the blast came, she leapt forward and over its length while still feeling the heat. Descending from the apex of her jump, she reached forward, swung her arm back, and delivered a punch at her opponent...

...who effortlessly caught it with a hand. He grinned at her with countless sharp teeth above a long pointed chin. Gwen couldn't avert her gaze from his own hollow caverns, lit with a feverish yellow contrasting to her fierce blue. Coupled with his cap, long nose and slanted ears, he looked like a twisted child's parody of an elf, at once both comical and unnerving in the surrealism of it all.

"A two-bit boxer could have blocked that," her enemy said in a lower pitch than before. "If he had the bites from, oh I don't know, a mutated spider perhaps?"

 _How does he know?!_

"Oh yeah? How about this?!" time slowed down to a near-halt. The other fist she swung at him could have taken down a normal human long before they knew what hit them, but her foe merely placed his other forearm in the way.

"Come the *&^% on, for *&^%'s sake!" Gwen shouted before her adversary kicked her off the rocket with the sweep of his boot. Gwen recognized the massive blunt pain in her stomach; the Rhino's punches were almost as painful.

 _Ow... that hurt like * &^%..._

"Stop cheating, you infuriating leprechaun!" Gwen stuck to the rocket with a web.

"A goblin, actually," he raised his index finger. "The Green Goblin!"

Something in the rocket began to rumble like the beast it was stylized after, quickly picking up speed as the trail of exhaust now burned bright and blue that pained her eyes to look at.

Gwen held on to the webbing, quickly supplying extra strands to keep her aloft as she fought against the strong winds now high above the rooftops.

"Urgh, why did you have to have the world's worst timing?" Gwen growled. "I had a score to settle! What do you even want?!"

"I've come to, despise, you from afar, Gwendolyn, Stacy," the Goblin's voice changed pitch every few words. " You, might call me a, secret un-admirer! Ah ha ha ha ha!"

His laugh echoed in Gwen's ears, making her skin crawl.

 _That joke was so bad... huh?! He knows my identity too? Who is this * &^%?!_

"How can you possibly know so much?!" Gwen climbed closer on her web. "Who in Thor's name are you?!"

"I've waited so, long for this showdown... and you didn't, even bring the proper costume," Green Goblin pulled three grenades from his belt resembling a pumpkin with a crudely drawn Jack-o-lantern face. "Don't you know, there's a dress code, to these things? Uncomfortably tight spandex only!"

He tossed the pumpkin bombs almost casually behind him.

"Like you're the one to talk!" Gwen pushed the web forward, swinging away from the three green explosions behind her. "You don't wear spandex either!"

"Ah, but I am what simpletons would call, a 'villain', which means I get a better costume," Green Goblin engaged into an aileron roll. "Though Venom would have come close... had you kept it."

 _Venom... Okay, I get it now._

"So that's who you are," Gwen fired short bursts of webs in his direction. "Osborn's next goon, now that Chameleon is behind bars. Shouldn't you be after the Don then?"

"You know what they say," the Goblin ducked under the webs. "Ladies first!"

 _Spider-Sense!_

 _About time it. started..._

She felt her head collide into a building, interrupting the thought.

"Ow! My head... I just got this nose bandaged," she gingerly began rubbing her swollen forehead.

"This means Spider-Sense still works... but not on him, why?"

"Oh, is that what you call yours? Spider-Sense, cute," a pumpkin bomb hit Gwen's back. Rather than exploding, it produced a cloud of purple gas, sending Gwen into uncontrollable fits of coughing.

When she recovered, Spider-Woman somersaulted from the wall at the somewhat confused Goblin, attempting a vertical kick. Despite the confusion, he caught her by a shin with both hands. He spun her around in a circle, giggling, that sent her flying square through a window on the opposite wall.

"Come on now," Green Goblin shrugged. "It was worth a try."

She landed inside, feeling the sting of broken glass jabbing into her back. On his couch, an elderly gentleman with his robe unbuttoned, preoccupied with a risque art house film seemed unable to process what had just happened.

She scowled at him, something not at all difficult to manage at the moment, which seemed to have given the poor man the sign, who ran out and slammed the door behind him, though not before switching off his tv.

 _As comical as the whole situation is, we still failed to hit that guy once._

"I know," she had to duck immediately, from the green beam shot from outside the window, which ended up partially melting the door.

 _Guess that means we're not going outside._

"Do not insult us both by, stalling!" the Goblin shouted. "My glider has, much more fuel than you do patience, Gwendolyn!"

The beams continued their fire, Gwen crouching in a ball to avoid them, at one point tossing the couch out the window.

 _I have to get out... fast!_

The Green Goblin primed another beam. It vaporized... a couch thrown out the window, taking the brunt of the beam's radius so Gwen could jump forward out through the window, ready to smash the Goblin's face. Yet two bolts of electricity, fired from both of his hands, reached her first. The double shock turned Gwen's body limp, letting the Green Goblin catch her by the neck and ram her into a water tank.

"Oh my," the Goblin backed off from the pouring water. "Have to be more careful. Silly me!"

"Kof, kof... gah!" Gwen gasped for air, when most of the water left the tank. "Great... everything hurts again..."

"Heads up!" the Goblin hovered above her. Between his fingers, he held razor-sharp blades in the shape of a bat.

"I think I've seen those before," Spider-Woman got up, almost slipping right on her back again, and leapt away from the tank. The razor bats hit her one by one, her last-second flinches doing nothing to prevent the small punctures in her back, the last making a tear in her hoodie.

 _Whoa, sharp._

 _We're still yet to lay a finger on him. At all._

 _I say, regroup._

Gwen turned tail, hoping to swing away once she reached the rooftop's other side.

"Let's play history," the Goblin caught up to her in seconds. "I'll be a B-17 Bomber, and you'll be Paris!"

Pumpkin bombs fell, one by one. Each splitting into more bombs, quickly covering the street in green flames. Gwen jumped in a zigzag pattern, mostly dodging ahead of explosives, but when she stopped to fire a web, the impact pushed her off the rooftop.

"*&^%, *&^%, *&^%!" she webbed to a balcony in time, swinging just above the street. Yet, due to the Goblin's razor bat cutting the web line, she found herself sprawled out atop a taxi roof.

"No way, I am not losing this job too!" the taxi driver pushed the gas pedal as hard as she could. Her control of the wheel was impeccable; she outran the bombs thrown at the car, and managed to not slip when the cars on the opposite lane exploded due to the beam missing hers.

Gwen's hold on the car roof, though, wasn't as firm, so she got thrown to the road eventually.

 _Somebody deserved a tip._

"Okay," she sprung up, trying her best to ignore the pain from everywhere. "Time for an undignified escape."

Her eyes rested on a sewer lid.

"A... really undignified escape."

When the Goblin caught up to her, he found nothing but an open sewer entrance.

"Ah ha ha ha..." Green Goblin's laughter echoed through the streets. "Ah ha ha ha ha ha ha ha ha ha ha!"

* * *

By then, Silvermane was residing behind his table once more. His holographic screen displayed the video feed of Anastasia Hardy, Roderick Kingsley, Chief Carter, and one that remained empty.

"You are telling me no one hads located her," Silvermane said. "That Emilia just vanished into thin air last night?"

"We aren't stupid enough to lie to you," Kingsley replied, his voice relaxed. "At least I'm not. None of my contacts had seen her."

"Likewise," Anastasia's voice was calm and matter-of-fact. "It is possible she had already left the city."

"That means she had known in advance," Kingsley said. "I find that highly unlikely."

"Carter," Silvermane turned his eyes to him. "Do you have anything to say?"

Carter cleared his throat to speak, but the conference was interrupted by the knock on Silvermane's window.

"Hello?" a muffled voice laughed. "Anyone there? I got cookies!"

Silvermane turned off the holographic screen, then approached the window. He found the Green Goblin hovering on the other side. Upon seeing him, Silvermane merely crossed his arms and met his eyes, without so much as a blink.

"What do you want?" his tone could freeze boiling water.

"Is this really any way to treat a, prospective business partner?" the Goblin cackled. "Just hear this, humble window-to-window salesman out."

"For distracting Spider-Woman earlier today, you've got five minutes."

"I've been approached to eliminate you, my dear Don. But, I think you can cash in a much juicier check than my previous employer. I suppose you want... recommendations?"

"Exactly why should I trust a turncoat?" though Silvermane spared a moment to glance at a remote in his pocket, his arms stayed crossed. "For the likes of you, one betrayal is never enough."

"Please, you have nothing to worry about," Green Goblin took out a bomb. "Boo!"

Sections of the walls suddenly opened up as private security stormed into the meeting room.

"Five, six, seven... are they only paid just to hide in the walls all day in case something happens?" the Goblin tossed the bomb away, letting it detonate harmlessly in the open air.

"If you have to know - yes," Silvermane waved them away, returning them to their respective spots.

"Those are sad work conditions indeed. How dull."

"Your criticism has been noted," Silvermane crossed his arms again. "And ignored. Your time's running out, turncoat."

"You're having a, dilemma finding someone, yes? Just name them and I'll return them to you. Hmm, is living optional?"

"Emilia Osborn," the Don raised his eyebrow in intrigue. "Can you really find her?"

"Ah, darling Emilia. I'll do better than find her; I'll make her come straight to you herself."

"How are you going to do that? And no, I want her alive."

"Now that," the Goblin grinned. "Is the easy part."

* * *

After many misadventures in the sewers that gave Gwen's new clothes the stench of despair and the filth of New York, she found a way home. Soothing herself with thoughts of a shower, she ran past MJ still working on white fabric.

"What is this foul odor?" MJ waved her hand. "Gwen? You went into those nasty sewers again?"

"Had to," Gwen sat on the floor, wisely deciding not to stain MJ's room in her current state. "Is no one else home?"

"Nope. Just me, darling."

"Everything went to *&^%," Gwen buried her head in her knees. "The moment I beat the Chameleon for good and get rid of that Venom *&^%, Osborn just gets a new stronger flunkey. Where does she find them anyway, on dating sites?! Are there job interviews for this sorta thing?"

"Speaking of dating, congratulations," MJ smirked.

"With what?" Gwen raised her head.

"Like I haven't heard what you were doing," the smirk turned into a coy smile. "These walls offer absolutely zero sound isolation."

Gwen's face was redder than her mask.

"No, that's not, I mean yes, but not exactly, uuh. I-I mean I liked it..."

"Then it was a good day, isn't it?" MJ would've pat Gwen, but a shower was required first. "Focus on that. What's another supervillain for you now?"

"Was it right, though? Involving Peter like that..."

"Silly Gwen, you can't expect to keep a secret like that from anyone remotely close to you. Secret identities don't work that way."

 _I guess you're right._

"What difference does it really make? We're still with you and we're still going to support you. This just makes it easier for us."

 _Stop being correct..._

Just as thoughts of a shower warmed Gwen's mind again, the messenger alarm intruded on her bliss.

"Oh who is this now?!" she rushed to the laptop.

 _GwenTheGwentastic: WHAT?!_

 _IronManRules: Whoa, sorry. Is this a bad time?_

 _GwenTheGwentastic: No, I'm sorry. I'm just a bit jumpy at the moment._

 _IronManRules: It's okay. Did you visit the manor yet?_

 _GwenTheGwentastic: Oh, crap, I... kinda forgot._

 _IronManRules: It's just... it's very important to me. There is no one else I trust like I trust you._

 _GwenTheGwentastic: I'm really sorry._

 _IronManRules is typing..._

 _IronManRules is typing..._

 _IronManRules is typing..._

 _GwenTheGwentastic: Are you ok there? You're taking a long time._

 _IronManRules: Really, Harry? This handle is just plain wrong._

 _GwenTheGwentastic: Huh?_

 _GreenGoblinRules: There we go, much better._

 _GwenTheGwentastic: YOU! Get the * &^% away from him!_

 _GreenGoblinRules: Get the what away from him? Text censors just suck, don't they? I mean, if you're going to swear, be honest about it._

 _GreenGoblinRules: Oh hey, "suck" isn't censored. Must have a T-rating._

 _GwenTheGwentastic: If you even lay a finger on him, I'll kill you!_

 _GreenGoblinRules: If you want to see your dear friend again, come to the top floor of Oscorp Tower tonight. By your adorably inept lonesome, of course._

* * *

"Adorably inept lonesome... good one, isn't it?" the Green Goblin used a green phone-like device to type with one hand. In his other hand, he held a body in a sack fastened with rope.

"Oh right, I gagged you," the Goblin's glider sped towards the Oscorp Tower.

He patted the sack companionably. "Cheer up, we're almost there."

The window to Silvermane's hall opened before the Goblin. Silvermane watched his visitor descend and drop the squirming body bag. The Goblin wiped the non-existent sweat off his rubbery forehead, then grinned.

"Were you followed?" Silvermane closed the window.

"Please, I'm a dedicated professional," the Goblin circled around the bag. "Who can fly at jet speeds."

"You've tracked him down a bit too quickly," Silvermane looked skeptically at the bag. "Open it. I wish to be certain."

Green Goblin gave a theatrical sigh.

"Fine, fine," he used a razor bat to cut the ropes, and dragged Harry out of the bag by his hood. Harry squirmed and growled, but couldn't say anything due to the aforementioned restraint.

His arms remained tied and folded across his shoulders.

"Ungag him," the Don said.

"Why don't you give him donuts while you're at it?" the Goblin reluctantly landed to get off the glider, then obliged. "Happy now, my Don?"

The Goblin faux-curtsied, gesturing in the air as if to hold up a skirt.

"I would like to remind you there are seven different machine guns currently aiming at you," the Don stared into the Goblin's eyes. "Know your place and mind your manners, costumed pawn. You won't get a second warning."

"U-uncle Allan!" Harry shouted. "What's the meaning of this?"

"Harry," Silvermane responded. "Your mother has betrayed the family, spilled the blood of our own, and framed someone else for the deed. On top of it all, she had made a futile attempt on my own life."

"There must have been a mistake!" Harry squirmed, trying to set himself free. "My mother would never do any of those things! You were always a friend of our family, there must have been a misunderstanding of some kind."

"That is why I was willing to give her the benefit of the doubt," Silvermane sat down behind his table. "However, she disappeared. That is why..."

"You're here as bait!" the Goblin shouted, prompting a glare from Silvermane. "What, it's true!"

"Not just as bait," Silvermane said. "He is also here to witness the end of his family's legacy."

"What?" the grin vanished off Green Goblin's face.

"I'm canceling the inheritance," Silvermane took out a stack of papers. "We shall determine whether or not she really betrayed me, but one thing is certain; the son of a dubious incompetent such as herself is unfit to lead my city."

"Wait!" Harry shouted. "Please, hear her out first! I can tell you whe..."

The Goblin put a respirator on Harry to shut him up, then he knelt down to Harry's ear.

"Be quiet," the Goblin whispered. "It will all be over soon."

"It is such a shame," Silvermane held a pen. "Norman Osborn deserved better than this. Now all he shall be remembered for is a lip service charity. What a sad fate for such a great man."

"And just what, pray tell, would you know about him?" the Goblin's tone was one of tranquil fury.

The seven trenchcoated men emerged from the walls, all taking aim at him.

"You have insulted me for the last time," Silvermane said. "You won't... why is Harry wearing a gas mask?"

The Goblin's grin returned.

"Because of the gas, duh," Green Goblin dropped a pumpkin bomb. "This one, to be specific."

The bomb clouded over the room within seconds, giving the confused trenchcoats mere seconds to hold their breath,which none had done from the brief spike of anxiety.

"No, get away from her!"

"Please, dad, not again, don't do this again!"

"I'm falling! I'm gonna die!"

"Stay away! Stay away!"

Each of them fell over, shivering and screaming. They crawled back to the wall, waving their arms at imaginary threats, their eyes bulging and their mouths open as the purple fumes entered throats soon to be swollen with screams.

"W-what's happening to them?" Harry asked, suspecting but hoping the answer would be less horrible than he knew.

"Nothing special," the Goblin replied. "Just total breakdown of their fragile little psyche, and the only..."

Bang.

With a smoking bullet hole in his forehead, Green Goblin fell on the floor.

"Who..." Harry turned his head in search for the shooter. His eyes fell at Silvermane, who held his nose shut with one hand, and his black revolver with the other.

"You are the Don..." Harry whispered, remembering how the Goblin referred to him earlier. "I understand now. What mom wanted..."

"She wanted to protect me from you!" Harry got up on his feet.

Silvermane coughed. His vision blurred, and his revolver arm trembled. Despite holding his nose shut, he coughed under the sudden smell of smoke far thicker than the one from his gun. When he left the desk to open the window, his knees betrayed him, confining him to the floor.

"Surprised?" the voice of the Goblin echoed through the hall. "You shouldn't be. It's not that easy to defend against Rapture."

Much to the shock of Harry and Silvermane, Green Goblin got up from the floor as if he hadn't been just shot, wiping the smoke off his forehead. His smile became a scowl, his eyes focused on Silvermane alone.

Words failed the Don, only gasps leaving his mouth. With shaking arms, he kept his grip on the gun, aiming at the Goblin.

"Nothing to say?" Green Goblin walked to Silvermane. "Come on, you must have thought of, something!"

In Allan's eyes, smoke had flown into the hall. The walls became engulfed with flames, some parts melting, other parts breaking down. The Goblin grew into a darker image, his body contorting and warped, his orange eyes shining brighter, his teeth thick as fangs.

"Say that I won't get away with this," the Goblin said. "Tell me how many you have survived and conquered."

Silvermane fired the revolver again. The bullet went into the Goblin's shoulder, sending him a step back.

"Is this really all you have for me?" he kicked the revolver out of Silvermane's hands. "Come on! Squirm, you little worm!"

Silvermane's breath sped up. He saw the skies outside turn black, the clouds of red covering the sun. He saw the walls of his hall break down, with only the elevator remaining.

"Beneath your facade of pride is, nothing but a thief and scavenger," the Goblin lifted him up by the collar.

"You don't deserve to be here," the Goblin jammed a razor bat deep into Silvermane's stomach. "You never did."

Silvermane coughed, spilling drops of blood from his mouth, as small and red as rubies. His eyes bulged, exposing veins.

"Stop!" Harry pleaded. "You're killing him!"

"Watch closely, my boy," the Goblin stabbed Silvermane to the chest with another razor bat. "This is how we deal with our enemies."

The Goblin tossed Silvermane across the hall, like a sack of meat. He fell on his front, which sent the razor bats deeper into the wounds. Instinctively, Harry closed his eyes, trying to forget just how familiar the sounds became.

"Where's your tenacity now?!" Green Goblin threw two more bats into Silvermane's back, as he tried to get back up. "Your demeanor? The fire in your eyes?"

"Or could it be, you're realizing it now," Green Goblin jumped in front of Silvermane. "You're small, obsolete, and powerless."

He pulled Silvermane closer by the collar. In his bulging eyes he saw the fear and desperation he craved.

"Yes... yes..." Green Goblin whispered as sweet as a lover. "What do you see, Silvermane? What do you see?!"

A string of tommy shots fired point blank into the Goblin interrupted him. He fell on his back, bullet holes riddling his body. They came from a trenchcoated man, who kept his shaky aim at him.

"You won't touch me again!" he shouted, spitting foam from his mouth.

"Do I have to spell it out for you idiots?!" the Goblin stood up. "I'm bulletproof!"

One pumpkin bomb engulfed the trenchcoated man in green flames.

"Why do you have to do this?!" Harry shouted. "All this senseless murder, what can it possibly accomplish?!"

"You've killed before, you should know," the Goblin stated calmly.

"No, I... you mean at the power plant?" the memories returned to Harry. "That was... n-necessary."

"Isn't it always?" the Goblin put both hands on Harry's shoulders, a discomforting comfort. "Everything your mother and I have done has been for you. So you could fulfill your destiny."

"What are you talking about? What is my destiny?"

The Goblin glanced over his shoulder, noticing a growing trail of blood that led to the elevator doors.

"Oh well, he's as good as dead anyway," the Goblin took Harry by the hand. "Come, your destiny awaits. It's a lot to take in, I suggest you take notes."

* * *

Without a chance to take a shower or change clothes, Spider-Woman hurried towards the Oscorp Tower. Numerous times she almost missed the proper timing on a swing, her mental focus still not quite readjusting.

 _He's got Harry! How in the love of * &^% did he track Harry?! Why would Emilia's goon kidnap Harry in the first place? Just to lure me in? Such *&^%!_

 _MJ was right. My * &^% secret identity changes nothing. Harry is the only one who doesn't know, and he just won the kidnapping lottery._

 _But if he's working for Emilia, why the top? Why not that secret lab she held me in? Isn't Silvermane at the top?_

 _That's not the issue now. The issue is how am I going to get him out of there, when the Goblin is so * &^% strong. Everything else I fought had some kind of weakness or an approach to them; the Shocker and Rhino had their cybernetics, Chameleon could be trapped in a confined space, and so on..._

 _What the * &^% do I do with this one?_

She reached the windows of Oscorp Tower. Reflexively, she climbed to the spot she went through on her last break-in. The wind no longer concerned her, her only thoughts were how to beat the Goblin and how to save Harry.

The window she'd smashed through before let the wind get in, the hole remained intact. Gwen climbed through without any problems or guards on the way.

 _The Rhino gets repaired in record time, but not a window. Priorities._

When she reached the end of the corridor, she found Silvermane.

He lay hunchbacked from several wounds, eyes ready to burst with the horror in front of them, foaming at the mouth in a silent scream. He stared outside, on the vision of his city. He saw the buildings burn, the sky filled with scorched meteors, and warped black monsters prowling across streets and roofs.

"My city..." he whispered. "How could I?"

 _Silvermane!_

"No one is here to save you now!" Gwen rushed at him. As he turned in her direction, she stopped, processing what was in front of her.

For it was not the powerful and proud Don, but a deranged, broken shell of a man that lay before her.

"What... happened?" she couldn't raise her hand.

He heard her voice. Amongst the fire he saw engulfing the corridor, he noticed her figure. But through his warped vision, he recognized her.

 _Looks like the Green Goblin got to him first._

"Is that you, George?" Silvermane whispered. "You're here to judge me? I know you are."

"Fitting... it could be no one else," Silvermane dragged himself across the floor, pressing his back against the wall enough to look up at Stacey, not caring if he'd jam the razor bats further.

 _Doesn't look like he has much time left..._

The sight of someone dying induced a stillness in the room. There was something about death that compelled the living to stay with them, to see them in their final moments. Yet Gwen could not gather sympathy or pity for him. Not for him.

"What are you waiting for, old friend?" Silvermane looked at her. "Finish me."

 _Old... friend?!_

 _He wasn't your friend! He can't be a friend for the likes of you!_

Gwen did her best to keep those words as thoughts, as not to break the illusion. As much as she wanted to personally throw him out of the window.

 _This might be the only way you'll finally find out._

"Do you remember..." she put on the best impression of her father. "How I died, Allan?"

"Oh... that's what I'm going to hell for?" Silvermane twisted his foamy mouth a smile. "Yes, I remember. All too well."

 _Yes! Finally!_

"Tell me."

"I found out, who was behind the kidnappings... I wanted to tell you in person, just so we would save my city together, not as enemies, but as friends..."

"Kidnappings?" Gwen forced the confusion out of her tone.

"You want me to remember that, too? Those horrid machines, the twisted creations? You must hate me that much for letting you down..."

"What about your twisted creation?" Gwen couldn't hold the question in.

"I did what was necessary for the... ah ha ha..." he coughed blood. "You can see right through me, don't you? You know the truth."

Gwen did not respond.

"Every time I looked into the night sky, I saw the reaper staring back at me, patiently waiting for my turn. Never I imagined it'd be you... maybe then I wouldn't have been so scared..."

He coughed again.

"I couldn't save my wife, my son, or you, or my city. You were right, you were always right. What a fool I was, always trying to keep control... It never worked, not even once."

"Enough!" Gwen shouted. "Tell me what happened to my... to me!"

"Yes... I wasn't done, was I... I asked you to come to the top, to my office... but you never arrived. Only later, I found why. What cruel irony, of all people, to be murde... murdered... b-by..."

"By whom?!" Gwen shook him by the shoulders. "Who was it?! Who killed my father?!"

The Don gasped. Coughed, and choked out his last breath on his own blood.

Allan Silvermane, the Don, was dead.

"You can't die yet, you bastard!" Gwen shook him again. "You haven't told me who did it!"

"There he is!" a trenchcoated man pointed at Silvermane, then noticed Spider-Woman. "You!"

Several other man in trenchcoats showed up in the corridor, all taking a split second before showering Gwen in bullets and lasers. She focused all her energy to leap out of the window fast enough. She still heard the screech of guns fired at her as she fell just far enough to swing away on another building.

"My Don..." a trenchcoated man fell on his knees before his boss. "It can't be..."

"She did it!" another said. "Spider-Woman! That *&^% freak got him!"

"Hold on there," the first man touched a razor bat. "Those aren't hers. And the trail of blood follows upstairs."

"Then whoever did it is still upstairs," the second man reloaded his tommy gun. "Get me chief Carter on the phone! We've got the Don to avenge."

Spider-Woman landed on a roof not too far from the Oscorp Tower, and looked at the window hole she just left.

 _Green Goblin must have done it... now thanks to him, the only one who knows how dad died is now also dead! This is * &^%! And he still has Harry! How am I going to get in now, with the entire mob up in arms?!_

 _But, at least..._

 _Now I know he definitely was murdered. It's just a question of whom._

 _It's a start._

She wandered the streets, head in hands as her fingers became wet with tears.

 **The End.**


	13. The Osborn Blood Part Two

**Disclaimer: We are not Marvel.**

 **#13:The Osborn Blood Part Two**

Emilia watched her profile warp and stretch across the mirror's surface.

Reflections of reflections, dissolving and forming in a maze of glass and perspective, here, there was nothing to see but her own flaws, her own choices.

Despite what some might've thought of her, she had not constructed a room of mirrors for the sake of vanity. To the contrary, it was a reminder that for all her efforts, her hopes were as fragile and illusive as a half-forgotten memory.

"I remember that day," she touched the image with a manicured finger. "The day it all began for you."

It was an unremarkable house. Adequately spacious, there was room to walk, a couch and chairs to sit, shelves with a number of books to read by the light of lamps and windows. A wide-screen television went unnoticed and unused. It was unremarkable, save that for most it would be a comfortable middle-class living space, but for the Osborns who were accustomed (though not reliant on) so much more, it was nothing to consider. A clock methodically tracked the time they had left.

"It's over, Emily!" Norman Osborn threw his labcoat on the sofa.

"We lost the spiders, thanks to S.H.I.E.L.D...all because the Police Chief just happened to die on our premises!"

His tie hung limply from his green suit. His forehead was damp with sweat, leaving Norman's black hair to stick to his skin in clumps. There had been a hasty attempt to comb it into something better, but the cleaner spots only made his disorganized appearance more apparent in contrast. His state of mind wasn't much improved.

"We still have a sample of the Osborn Blood." Emilia put a box on the shelf next to the sofa.

"As long as we still have a sample, we can always make more. We can recover from this."

She appeared marginally more put together than her husband, if only because the previous day's makeup hadn't faded completely.

"After what happened with Van Adder... we'll be lucky to find another test subject, let alone a proof of concept," Norman collapsed in a heap on the sofa.

"Stromm's gonna turn himself in if we so much as suggest another experiment. He's cracking, Emilia, not like we're doing any better."

Norman scraped his nails over his hair, reddening the skin as the scabs reopened, fresh from bleeding. His breathing quickened.

"Mad science he calls it..." Norman coughed. "What a close-minded simpleton... he could never understand."

Emilia appeared not to have heard as she opened the box. In it rested a single vial of green liquid and syringe.

"They're going to find out about our connection to Silvermane..." his fingers trembled.

"And with that, no one will do business with us ever again. Assuming of course we won't end up in prison for what we've done."

"We still have enough to make a dose for us," Emilia filled the syringe with the contents of the vial.

"But not enough for production..." Norman spoke through quiet gasps. "How can we say 'All men are created equal' when gods walk among us? This was my chance to set things right. And now it's all about to be squandered."

"It'll be alright," she caressed his cheek. "We are the Osborns. We will endure and rebuild until we succeed."

"You're... not going to argue?" he looked into her eyes, hungering for a sign of sincerity in her expression. "You're with me on this?"

"Of course," Emilia placed a kiss on Norman's forehead. "Shhh... now, just go to sleep, my love. Everything will work itself out. You'll see."

Norman closed his eyes and rested his head on the sofa.

Emilia would never forget the hollow screams that were nearly drowned in the roar of the fire, the inhuman howls preceding the broken glass and melted furniture, the fumes of blood and smoke... In her long history of memories, none had been as vivid.

She shook her head, dispelling the memory like so many dusty cobwebs.

"Though I've had my... disagreements, I understand what you have done," she took her hand off the mirror. "But even now, one answer still escapes me."

"Why go to these lengths now?" she strode through the hall, her heels clicking on the reflective tiles underfoot.

"Do you think Harry really needs this to realize his full potential? Or are you doing this for yourself?"

"Was it devotion? Determination? Or just guilt?"

The image staring back at her was her only reply.

"Even now, you fascinate me. All this time, and you still find new ways to surprise me."

* * *

The police station had been like a retail store on Black Friday: people formed crowds all angrily waving papers. Anyone who had lost their property, or gotten injured, or came in on behalf of someone else who had suffered the above or worse. They had gathered in a line, each demanding to be heard over one another.

"Some *&^% stole my car stereo!" a leather-clad man shouted.

"My granddaughter was coming home from school, before..." an old woman sobbed.

"My apartment is missing a wall now!" an old man waved his cane. "Somebody call the Avengers on this!"

"Why aren't you doing anything about it?!" someone shouted from the back.

"Please, we will address every one of your concerns in order," the poor receptionist sweated, barely keeping control of herself, let alone the situation.

An equally impressive line led to the holding cells. Police officers delivered suspect after suspect, most arrested for burglary and looting. Among them, Jean DeWolff escorted a couple caught with a stolen car stereo.

"You just had to sell it to an undercover cop, didn't you?" the girl of the couple said. "You idiot!"

"I'm sorry, ok?" the man retorted. "How was I supposed to know she was a cop?"

"Quiet, you two," Jean shoved them into their cells, before hastily fading away into the crowd.

A man in a blue suit struggled through the crowds. He bumped into quite a few of those that had been waiting for their turn, or stumbling others who were unfortunate enough to step in front of him without looking.

"Sorry. Please, thank you. Sorry," he softly muttered. "Just passing through."

"Just excuse him, ok?" a girl in traditional Japanese clothing followed him. "Hey! Wait for me!"

Jean left the precinct, muttering curses with the difficulty in finding her car in the pile of parked vehicles and civilians pushing her back. When she finally found her Cutlass sandwiched between a GMC Sierra and a Range Rover Sport, far too much time had passed for her liking.

"Dear *&^%, the traffic is going to blow," she got behind the wheel. "Especially in her part of town."

She dialed up Gwen's number one last time. Predictably, no one answered. For a moment, she thought of giving Mary Jane a text, but decided against it.

"We need to do this in person," she started the engines. "It just... has to be."

She put on a CD of Mortal Kombat music and drove off.

Back at the precinct, the proverbial assault of understandably angry people continued.

As chief of police, Carter had been spared from the worst of the public onslaught. Instead, he was confined to his office, approving report after report, assigning orders to the diminishing pool of officers to solve cases that continued to pile up. It left him no time to deal with his personal project at the Raft.

A loud ringing of his phone interrupted his uphill battle of paperwork.

"What now?"

"Sir... I don't know how to say this but... the Don is dead."

It took Stan Carter ten seconds to process what he had just heard. The invincible, the everlasting Allan Silvermane...dead? His first instinct was to accuse the caller of lying, but a question came out of his mouth before there was time to consider.

"Was it Spider-Woman?"

"No, sir. It was another masked lunatic, named Green Goblin."

Carter sighed at the words "another masked lunatic". How long ago had they become commonplace? Carter could not remember.

He held no grief for the Don. His concern lied with the city. Without the Don's firm control, gang violence could only rise, mutants and thugs alike abusing their power on those who lacked it, the riots that seemed bad now would spiral into chaos within weeks... but he shoved all his concerns and fears aside. There was a killer to stop. All else could wait.

"Have you apprehended him?" he asked.

"Right now he's holed up at the penthouse, with Harold Osborn as his hostage. Some of the Don's guys went in, didn't come back. Sir, what are your orders?"

"Get DeWolff and wait for me at the Oscorp Tower," he loaded his revolver.

Moments later, Jean's phone rang. She ignored it, without even bothering to look at the Caller ID.

"Whatever that is, it can wait," she put the phone further away. "This is more important."

* * *

At the corridors of the Oscorp Tower, a battle was unfolding before Harry's eyes. Men in trenchcoats fired their weapons wildly at the Green Goblin, who endured the shots without any effort. With each strike of his, he sent an enemy crashing into a wall to the sound of his echoing laughter.

Furniture, walls, and spines were all cracked and crumbled under his blows. Harry could only watch in horror as the attack force diminished one by one, none of them even coming close to hurting the Goblin.

"Really, we could have killed Silvermane, anytime we wanted to," Green Goblin knocked down one of the coats with his own tommygun. "But it takes power to keep power."

He casually threw the gun backwards, hitting the man behind him.

"I just wish I didn't have to leave the glider back on the top floor," the Goblin caught the knife-holding arm of his next attacker by the wrist. "This place is dying for, wider corridors."

"Also, for a makeover," he pulled the knife man closer, gripping his wrist with agonizing force. "I mean really, you are paying Roderick Kingsley, to look like this?! You should sue!"

He grabbed the man's face with another hand, pulling his body apart by his arm, until a snap and a scream echoed through the corridor. Harry turned his eyes away, no longer able to watch. His heart cried out for him to act, if only he knew how.

"Oh who am I kidding," the Goblin let the screaming man fall to the floor. "How can you, possibly sue anyone? You are just cogs! No money! No power! And no value!"

"None... none of this is necessary," Harry whispered to himself. "You are just enjoying it."

"And that takes care of that," the Goblin stretched his arms and sighed, as one might after luxuriating after a solid workout. "They say actions speak louder than words, and I think I've made my point. Any objections? Anyone? Speak now, or forever rest in pieces."

Coughs and stifled moans were his response. Some crawled to the elevator, hoping the Goblin wouldn't put them down with an electric blast. They were wrong.

"Now that's what I like to hear," the Goblin strolled back to Harry.

"You... you're..." one of the coats moaned.

"I'm what?" the Goblin appeared in front of him faster than Harry could see. "Choose your last words carefully, my boy."

"Please..." he coughed. "Don't kill me!"

"That's a good start," the Goblin patted him on the head. "But why shouldn't I? I may be bulletproof, but it still really stings."

The coated man stuttered, trying to come up with a response. His eyes filled with tears, all he managed was a strangled "Please".

"Time's up, junior," the Goblin aimed his hand. "You lose."

"Wait!" Harry shouted, running toward them as fast as he could.

"Harry, how many times, must I lecture you?" the Goblin said. "These are our enemies."

"I know...but there's a practical reason," Harry said in a rush, his nervousness betraying him.

"I am listening," the Goblin didn't move his hand.

Harry looked at the Goblin, seeing yet another costumed thug. An unrepentant, gleeful sadist of a traitor. Harry couldn't imagine anyone who would willingly follow him.

Harry knelt to face the hyperventilating Man. "How many people knew that uncle Allan was the Don?"

"Mrs Hardy, Mr Kingsley, Chief Carter... and us, capos. When we lost Alex and Bennett, well there's not many of us left..."

Realizing a point of no return, Harry took the deepest breath he had ever taken.

"Good, it appears... I'll be taking the position of Don as, yeah, my own. This will make the transition... easier."

"Gather the remaining... capos, and tell them the Don faked his death," Harry helped him get up on his feet. "That the body outside is an imposter. And then to wait for... further instructions."

"I'll do it!" the man screamed. "I'll tell everyone!"

The capo ran away, nodding as he went. Harry's shoulders loosened, and his breath normalized.

"Interesting," the Goblin crossed his arms. "After all the trouble we went through, to make this happen..."

"Mom told me the Don controls all of the city's gangs, an overwhelming majority of crime," Harry responded. "If everyone knew that spot was vacant, how many will think it's their chance?"

"That's what, the cluster bombs are for," the Goblin shrugged. "To disappoint little dreamers like those en masse."

"That means war," Harry walked over to face the Goblin with slow steps. "Endless bloodshed of innocent civilians. Unrest with the public. A loss of order on a grand scale. This, I will not stand for. Too many lives have already been lost."

"And you think, they will all just buy your lie," the Goblin towered over him. "Sure, Carter's head is filled with the blundering obedience of a mad dog, but Hardy and Kingsley will not so easily be swayed."

"Then we'll deal with them accordingly," he said, his tone not unlike his mother's.

"Very bold, my boy. But do you have the resolve to make that a reality? When the time comes, will you pull the trigger?"

"You say you're doing all this for my sake? Then... you will... listen to me."

Green Goblin let out a small laugh. It made Harry look away and step back, expecting his captor to retaliate in some way. Instead, the Goblin just wrapped his arm around Harry's shoulder.

"Now I remember what they see in you, Harry," the Goblin cackled. "You've got some great potential, my boy!"

"Who is "they?""

"That's what we were about to discuss before this..." the Goblin stomped on the throat of a trenchcoat. "Untimely interruption."

The Goblin led Harry to the elevator. "Come with me, my Don."

* * *

For most of her tenure as Spider-Woman, Gwen would've guessed that swinging through the woods would be a lot easier than through the city. No billboards to the face, no wide gaps between trees, the absence of cars and helicopters, and so on.

 _* &^% the woods!_

Branches happily replaced billboards as the primary hazard of Gwen's masked face. The closer trees had proven to be a false blessing (Gwen crashed into one on a few occasions), her Spider-Sense wasting time to warn about frightened birds.

"Just had to have a manor in the outskirts of the city. Couldn't hide in a warehouse somewhere, like a sensible criminal."

 _Have to admit, it is a perfect location for a secret manor, if you've got to have one._

"Almost too perfect," Gwen prepared to land on another tree, but had to web herself backwards to avoid a lake she barely noticed in the faint moonlight.

"Why the *&^% is there a lake?" she stuck to a tree on the shore. "This wasn't on Google Maps!"

Far away across the body of water, there was what Gwen presumed to be her destination, the Osborn Manor. Gwen had to retract her opinion of Morbius' apartment.

The manor stretched out its black walls through most of the opposite shore, shining green light on the water out from its many windows. It extended out from the shore in a long expanse of cleared trees, seemingly thrice the size of Peter's already respectable home. In front was a garden, sunflowers, roses, lilacs, and many flowers, shrubs, and bushes Gwen couldn't identify with her basic knowledge of plant life budding in the late spring night.

Contrasting with the earthly image, engraved demonic heads jutted out from the manner gates, spikes protruding like fangs of from an approaching beast.

 _Who lives in this house? * &^% Satan?_

The aura of the place burdened Gwen the closer she got, not helped by the double steel front gates slowly opening before her.

 _Oh hey, obvious trap._

 _But, we do have to get in. How about going through the window?_

She scaled one of the many walls, hoping it would shatter from a punch.

The attempt left her with a bruised fist, apparently made of the same material as Oscorp's.

 _It stood to reason, really._

"Fine, front entrance it is," Gwen slid down the wall, entering the mansion through the open gates. The first thing she noticed was a large red carpet, stretching out across steps that led to a floor of wooden balconies, supported by black columns with more demonic faces as decoration. Candles attached to each column served as the hall's only source of light.

Apart from giving Gwen the creeps, the place also instilled a sense of familiarity in her. She listened to her Spider-Sense closely, waiting for any traps that were no doubt laid for her.

Taking each step with patience, she proceeded forward.

"Never have I imagined meeting you like this," a female voice said from the high end of the stairs. "Necessity forces us both to partake in methods we would prefer not to use."

The familiar voice stirred apprehension within her. One look at her green suit proved enough for Gwen to realize - Emilia Osborn stood before her.

"Osborn!" any shred of caution she might have had vanished at the sight of her, replaced with a fury that heated her blood. "You've got nerve, showing up in front of me, after all you've done!"

"Every one of my actions has been governed by necessity as well, Gwendolyn," Emilia kept her arms crossed. "There is a reason to..."

"How *&^% dare you say that?!" Gwen leapt at her, crossing the steps in an instant. In mere seconds, her hand was at Emilia's throat.

She gasped, trying to free herself as Gwen lifted her body above.

 _With Silvermane dead, she is the only one still plotting against you._

"The list of horrible *&^% you've done is only matched by your *&^% audacity!" Gwen raised her tightening fist. "You think you can just show up like this?!"

 _Crushing her windpipe right now would take less than a second._

"The Chameleon is in jail and your new green *&^% is too far to save your disgusting *&^!" Gwen shouted at the top of her lungs. "What stops me from killing you right now?!"

"If I die... more webs than you can understand will come undone..." Emilia coughed. "Revealing some very sensitive information... about a certain spider..."

"I wonder when you were going to threaten me with that," Gwen's fist had shaken. "Well, what if I feel like taking that risk?"

"The only thing in the world... that I wish more than your death..." Emilia groaned. "Harry... It concerns Harry!"

Spider-Woman let go of her. Emilia managed to stay on her feet, holding one hand to the wall for balance. She regained her breath and her calm expression, though her eyes could not hide her sheer contempt.

"So what now, Osborn?" Spider-Woman said. "You're going to blackmail me with the life of your own son?"

"What?" Emilia's eyes showed a trace of genuine surprise. "You really think I'd kidnap my own son? My only son?"

"Your *&^% goon did just that, you know."

"I did not order that!" Emilia adjusted her suit.

"The Green Goblin was hired by you!" Gwen pointed her finger at Emilia. "And I bet you used my blood on him! Don't you *&^% dare deny that!"

"I am not denying it!" Emilia shouted back. "His orders were to kill the Don, and nothing else. He double-crossed me. And now my son is in the Don's clutches!"

"The Don is dead," Gwen put her hand down. "I saw him die with my own eyes. Your Goblin did him in."

"He did?" Emilia adopted a smile. "I can't believe it... Finally... after all this time, Silvermane bites the bloody dust. Everything I had worked for led to..."

A swift punch to the face interrupted Emilia's speech.

"Stop gloating, you goddamn freak!" Gwen shouted. "The scumbag you have armed and empowered now has your son! My friend!"

"Yes..." Emilia coughed from the floor. "That is a problem..."

"Do you even care, you *&^% callous monster?!" Gwen raised her arm again.

"What do you think, Stacy?!" Emilia growled back. "You... you... stain on the fabric of our history, you walking reminder of the shame that... Do you think I am putting my life on the line in front of you had I the choice?"

"You've been... expecting me?" Gwen was puzzled enough to cool down.

"Yes," Emilia stood up with the help of the balcony fence. "I knew Harry would tell you about this place. Much to my disgust, you are his friend."

"So I ask you..." Emilia said. "To save him from the Goblin."

"You don't *&^% get to ask for my help like this..." Gwen was just about to leap at her.

"You think this is easy?!" Emilia interrupted her. "Protecting a fragile, innocent child like him from a world that wants him dead!"

 _I met Father of the Year, now I meet the mother. Great..._

"The Don is dead now," Emilia continued. "That means Harry will inherit his place."

 _What?_

"What?" Gwen repeated herself.

"When... Norman died, Silvermane absorbed us into his conglomerate. I made a pact with him, I convinced him my son would be a worthy heir. That means now Harry is officially the owner of the entire Silver-Oscorp Conglomerate."

 _Holy * &^%... the entire thing? With the restaurants too?_

"Anyone with a position like that shall have enemies. Powerful ones. I have created the Goblin to protect him."

"And now he's done the exact opposite. Good *&^% job with that by the way."

"Judge me all you want," Emilia said, unfazed. "But not all of us have the luxury of clean hands."

"And now you want me to save Harry from your *&^% ups. Why should I even consider trusting you?"

Emilia handed her a black remote out of her pocket.

"This lets you open the top windows of the Oscorp Tower from outside," she said. "You will be able to sneak in, bypassing all security protocols of the tower."

 _Holy * &^%, that's really useful._

"If you return Harry, safe and unharmed... I will erase all evidence I have on your identity."

"I still don't even remotely trust you," Gwen turned back. "But I was going to save Harry anyway."

 _Sure, but now what? We still have no idea on how to defeat the Green Goblin._

"Let's review our options," Gwen swung away on a web without looking back. "His blockage of our Spider-Sense must have something to do with all this 'Osborn Blood' nonsense. Meaning, he likely can't anticipate us either. With this remote, we can sneak up on him."

 _If we manage to sneak attack him cleanly, we might have a chance. But the second he gets on the glider again will be ka-boom for us._

"Ka-boom?" Gwen stopped mid-swing. "That gives me an idea..."

* * *

Step by step, Jean DeWolff approached Gwen's apartment with tablet in hand. After a deep sigh, she knocked on the door. She heard a whisper, followed by a rustling noise. Then, a set of slow footsteps that grew louder.

"Gwen, open up, it's me," Jean said through the door.

The door opened to reveal a determined Mary Jane holding a baseball bat.

"Oh, it's you," Jean rolled her eyes. "Please put that down, I come in peace."

"Hi... umm... don't take the wrong idea," MJ put the bat away. "It's just... door-to-door salespeople are very annoying..."

"Alright, but don't forget using one of those is still assault," Jean entered the apartment. "Is Gwen home?"

"No, she's out on... umm..." Mary Jane nervously looked away. "Business, yeah."

"Spider-Woman business?" Jean smirked. "If you don't know, she's being a very irresponsible partner."

MJ caught the last word.

"R-roommate, actually. We aren't in a relationship," she mumbled with heavily-blushed cheeks, a sensation rare and unfamiliar.

"Really?" Jean raised an eyebrow. "I could've sworn... okay, sorry then."

"I'm actually here for this," Jean showed her the tablet. "I need to question Gwen."

On display was a video feed from a shaky camera. Behind the blurry amateur focus, Spider-Woman could be seen handing weapons over to Diego and the members of her gang inside a crumbling store. Through the scratchy sound, she was heard giving instructions in aiming with the laser rifles.

"Do you know anything about this?" Jean put the tablet away. "She gave these highly advanced weapons to a street gang, which allowed them to successfully resist arrest. That is a serious offense."

Sweat appeared on MJ's forehead. Frantically, she thought of a way to proceed, until an idea came to her.

"Oh that?" she faked a sigh of relief. "That's just more Daily Bugle poppycock. It's exactly like that murder case; some imposter trying to pin a crime on her. Besides, where would she even get legitimate laser rifles from? I can't imagine these are sold in your local gun stores, Jean."

"Do you trust her?" Jean said.

"Yes!" Mary Jane answered without hesitation. "I mean, she certainly is not perfect. She's rough, she's rude, extremely allergic to society in general, but... she's a good person even at her lowest. She's always trying to help people, even if they might hurt her in return... That's why I..."

"What if those powers start getting to you?" Jean interrupted. "When you're that powerful, eventually you're gonna start thinking you know better than the rest of us, no matter how good your intentions."

"Haven't you known her even longer than I have?" MJ kept her tone of confidence. "Surely you know she's better than that."

"I should... but doubt always creeps in, whether you like it or not. Tell me, do you believe that the ends justify the means?"

"I just make dresses. I haven't ever been... privy to these sort of decisions," MJ lowered her head. "I... don't know."

"I've always hated that phrase, and all the self-righteous pragmatism that comes with it," Jean sat down on a chair. "I've seen people give in to that idea far too many times. They tell themselves it's okay, their actions still don't make them bad people, because they cling to some noble cause. They close their eyes so they won't have to look at the blood on their hands."

"That can't happen to her," MJ let out a small, bitter laugh. "She's honestly better than I am in this respect."

"What do you mean?"

"N-nothing!" MJ hastily replied. "There was just this one really aggressive dating strategy I once considered..."

"Alright, alright," Jean impatiently waved a hand in dismissal, headed for the door. "If Gwen turns up, give me a call. Her phone isn't responding."

Once the door was shut behind her, MJ allowed herself a genuine sigh of relief.

"When did I sign up for this?" she said to the empty apartment. "Gwen, covering for you is just positively stressful."

Only a few minutes passed before another knock came at the door.

"It's me," MJ heard Gwen speaking quietly. "Get Peter. We need to have a little discussion about explosives."

* * *

With Spider-Woman gone, Emilia was left alone with her memories once more.

Lightless windows, clouded by smoke. The intoxicating scent of burnt wood and plastic. A merciless, consuming fire, spreading from the floor to the walls. Emilia, abandoning her burning coat, kicked the door outside.

"Please, Norman, stop this insanity!" she turned back with horror in her eyes.

"Roooooaaaaarrrrr!" a thunderous voice howled back from the room, sending the fire through the floor.

"Come to your senses!" Emilia shouted into the room, tears running down her face.

A stream of wild, bright flames burnt down the door frame. The smoke, no longer containing itself in the room, spread outside.

"You don't recognize me?" she backed off. "It's me, Emily!"

Loud, heavy steps followed her plea. Through smoke, a hunchbacked, hulkish silhouette barely fit through the charred door frame. Its eyes shined yellow light, visible despite the heavy cloud of smoke engulfing the creature. Numerous spikes on its shoulders and elbows gashed the walls, as the being itself walked forward.

She put on a black glove with circuit boards embedded in the mesh of metal and fabric. A burst of electricity fired, bouncing off the monster's body without so much as a flinch to slow it down.

"Why... why are you doing this?!" Emilia's back pressed against the wall. Around the corner, the hallway was engulfed in a fire that had already consumed the rest of the floor, blocking Emilia's only escape.

She froze in place, unable to retreat any further, gazing at the monster slowly getting closer.

"Do you... hate me that much?" she shut her eyes, accepting the inevitable. "Just tell me why..."

"I'm sorry..." she whispered.

The monster fell to its knees, cracking the floor beneath its titanic bulk of flesh.

"Norman?" she opened her eyes, hearing the loud impact. "What in the world..."

* * *

"It really is a lot to take in..." Harry wiped the sweat off his forehead, waiting for the elevator to take him to his destination. "I thought my dad died of cancer."

The elevator doors opened, allowing Harry and the Goblin into Emilia's laboratory. The wreckage caused by Spider-Woman's "visit" to the place still remaining undisturbed. Harry's jaw dropped at the sight of it all, from the elaborate tubed testing chambers, rifles, wings, and rockets of various sizes that lay scattered about the room.

"Like it?" the Goblin spread his arms. "All of this and more, is yours now."

"You and mom have been making all this... for me?" Harry's gaze was lost in the piles of tech, eventually settling on an armored body concealed in a tube. "Everything?"

"Except for that one," the Goblin pointed at the armored body. "At least, until we figure out how that works. Carolyn's toys can be, obnoxiously complicated."

"All this, to use as the Don?" he breathed, trying to wrap his mind around what had just happened.

"Yes, my boy," the Goblin placed a hand on his shoulders. "You wanted to help, didn't you? To connect with people. To use your unique standing... responsibly."

The charity drives, the philanthropy, the public campaigning for various causes... the possibilities appeared limitless to him. He saw himself standing on a roof, looking down on the shining buildings and quiet streets, facing the wind... like a hero.

"I guess, I can turn this into something good..." Harry mumbled as the Goblin led him through the laboratory.

"Yes. Courtesy of our vilest enemy - Spider-Woman, otherwise known as... Hmm... you're a big boy, you'll find out on your own."

"Spider-Woman is our enemy?"

"Of course. She has always been our enemy. Now you have almost all the power, you could need to bring her down."

"Wait a minute, almost? What do you mean by that?"

The Goblin responded with the widest possible grin, his grip on Harry's shoulder doubling in pressure.

"Argh, what are you doing?!" Harry tried to push his hand away. "That hurts!"

"Harry, the way you are now..." the Goblin shoved him onto a chair with many tubes. "It just won't do!"

"W-what is this for?" Harry struggled, held down by the metal restraints suddenly activated by the Goblin. "I thought you've been doing this for me!"

"I am," the Goblin shrugged. "In reality, the man you are now, simply won't last for very long I'm afraid. But Doctor Goblin, has a perfect remedy."

"You mean..." the green liquid flowing through the tubes confirmed Harry's suspicions. "No! Don't! This stuff killed dad when he used it on himself, isn't that what you told me!"

"Not quite," the Goblin adjusted the controls on the terminal next to the green liquid tanks. "Your dad overdosed. Small controlled doses, spread evenly throughout your body, will avoid such an outcome. And besides, you are much healthier than he was. You don't even get hangovers!"

"How did you..."

"Oh, I know everything, like a good parent should," the Goblin pulled a lever. "Now, Harry, it's time for you to become something truly special! Accept the gift of your blood, and arise!"

Harry's screams echoed from every wall, unable to reach the ears of anyone but a smiling Green Goblin. The liquid spread an intense burning sensation throughout his body as he was injected, one agonizing drop at a time.

His vision blurred. He blinked, trying to see.

He snarled, thrashing and biting at his restraints.

His pulse hammered in his ears.

With each dilation of his pupils, his eyes flickered between a sea of green and red.

He gasped for breath, trying to fill lungs that felt too small to support the beast that was growing.

Rushing through his veins, the chemicals flooded his senses, smelling of smoke with the sound of fire roaring in his ears, the touch of burning flesh, the taste of ash on his tongue, and a vision of swirling crimson.

His pulse continued to speed up, pounding through his chest. Each heartbeat fading into the next, until he could no longer count, becoming a resounding drone.

It filled his body, swelling his muscles, stretching the skin, filling and filling until he thought it would tear open a flood of scarlet from his body that would drown the world in blood.

He had just enough air to let loose one last, defiant scream before the burn filled his lungs.

As the suffocation clogged his throat, his eyes closed, letting the darkness consume him with the roar of his heart.

* * *

Many floors above the laboratory, Jean and Carter advanced to the higher floors with their weapons drawn, past the destruction and the victims, moving to the top as fast as they could.

"The Don's killer did all this?" Jean stopped, seeing if anyone of the trenchcoats were still alive.

"Yes," Carter stopped as well, only when he noticed Jean wasn't following him. "What are you doing, we have to hurry!"

"Some of these people need medical attention!" she checked a man's pulse.

"That can wait! They're criminals, they know what they signed up for!"

"What, like you?"

"No..." Carter lowered his tone. "After this is done, after we catch this freak... no more cooperation with the criminals. No more of that 'had to be done' nonsense. I thought it could avert chaos in the city, well, I was *&^% wrong. Please, Jean, just hurry."

Jean followed, dialing up for an ambulance on the way as they rushed through an elevator door.

Once inside, Carter hammered the top floor button as hard as he could.

"How long did you know? Jean asked, her voice unexpectedly loud in the confines of the elevator.

"Know what?" Carter replied.

"That Silvermane was the Don?" Jean watched the corridors through the elevator window.

"Not at first," Carter counted the revolver ammunition in his pockets. "Initially, I knew no more than Stacy did. Then, when George..."

The elevator stopped with the chime of a bell.

Jean and Carter stormed the hall, aiming at the Green Goblin who was busy putting an unconscious (yet visibly unharmed) Harry into the Don's chair.

Jean was unfazed by the Goblin's appearance, with all she'd seen as an officer, she still believed the Chameleon was weirder. But to Carter, the thought that someone dressed like him could end Silvermane's life so easily only fueled his disgust.

"Hands in the air, freakshow!" Carter stopped to keep his aim steady.

"The right to remain silent and all that..." Jean did likewise.

"Huh?" the Goblin reacted a few seconds later. "Is that you, Carter?"

"Surrender quietly before I send a bullet through your skull!" roared Carter.

The Goblin turned his eyes to Carter, then to Jean. He walked out from behind the desk, past his parked glider, clutching his sides in a fit of laughter.

"Aha ha ha ha ha ha, get a load of these two, bloody hilarious!" he hunchbacked from the laughter. "Harry, ah ha ha ha, check this out, these two are..."

The Goblin straightened his stance, losing the laughter and the smile.

"Entirely serious?" he shot blasts of electricity at them. "Who do you think you are?!"

The bolts hit both targets, pinning Jean and Carter to the floor. Satisfied with the outcome, the Goblin turned away, ignoring the buzz in his head and the bullet that just reached his shoulder.

"No more..." Carter rose from the floor, firing another bullet at the back of the Goblin, who fell head first into the desk.

"Scum like you wants us to think we need you," the third shot hit the Goblin's leg. "No more!"

"No more shall the people suffer your whims," the fourth bullet now buried in the back of the Goblin's head. "I've feared chaos before. No more!"

"So bring on the chaos!" the fifth bullet, due to Carter's shaky hand, ricocheted off the desk and into the floor. "I'm not afraid!"

"Shut up already!" Green Goblin shot him down with electricity before the sixth bullet could be fired. "Wow, and I thought, my speeches were annoying."

* * *

Over the shots and shouts of combat, no one heard the sound of a window opening. Spider-Woman crawled into the hall, producing as little sound as possible.

 _Well? We're here now. Looks a bit tacky._

Jean fired her taser at the Goblin, which pierced his armor, but otherwise failed to prevent him from clawing at her throat.

 _Jean! What is she doing here?!_

Spider-Woman wanted to rush at the Goblin, until her own mind stopped her.

 _Don't! You're going to blow this whole thing and then everyone dies!_

"Tell me, who might you be?" the Goblin withstood a second taser shot without moving an inch. "Some misguided cop posing as a hero, biting off more than she can chew?"

"What do I do then?" Gwen crawled to the glider. "I can't let Jean die."

 _Stick to the plan, there is still time. He's toying with them, use that to your advantage._

Another bolt of electricity that knocked her out masked the sounds of glass against metal and the webs behind the desk.

"And you!" the Goblin kicked Carter down. "Don't bother, I know who you are. Bit late for a change of heart, don't you think, Stan?"

Once she'd finished, she carefully removed any trace of web from inside the glider before approaching Harry.

 _He looks fine, just unconscious. Now to just grab him and get out of here..._

"A few years too late," Green Goblin picked up Carter's revolver. "What an archaic little thing... and yet, that's all it takes, to end people like you. Anytime, anyplace, you can get gunned down, like a junkyard dog."

"Kind of like this," the Goblin aimed the gun at the barely-conscious Carter. "Or you know what? I'll shoot your partner, instead. You need a more public death... say, which New York City bridge do you like the least?"

Just as the Goblin moved his revolver hand in Jean's direction, he was tackled by Spider-Woman from behind. They both fell on the floor, rolling multiple times before getting up from the ground.

"Stay away from her, you absurdly-dressed *&^%wit!" Gwen dashed at him with fists ready.

"How did you..." the Goblin caught her fist. "Ah, of course. You can't see me coming, the opposite must also be true."

"Which means..." the Goblin sent her flying to the wall with an uppercut. "You gave up your advantage, to save this ordinary fool! That's hilarious!"

"You wanna talk ordinary?" stomaching her pain as much as she could, Gwen landed on her feet, stopping her flight just behind the wall. "You seem like just another costumed freak with an ego to me."

She spread her knees and readied her fists, assuming a battle stance. Her belly stung, serving as a painful reminder of her reduced fortitude. Gwen looked into the Goblin's eyes, trying to mask her heavy breathing. The Goblin had made no such attempt, his semi-open grinning mouth hid none of his excitement.

"Now that you're here..." the Goblin took slow steps in her direction. "I'm going to enjoy shutting that, mouth of yours permanently."

"You should fix yours first," Gwen fired two web lines at him. "It's making a lot of unnecessary pauses."

The Goblin turned to the side to dodge both webs, then responded with two electric bolts both knocking Spider-Woman down on the floor. Before she could resume her standing position, the Green Goblin moved behind her with a speed close to teleporting, and pushed her head to the floor, keeping her down by the hood.

"Is this really how, you envisioned yourself when you stole our gifts, Gwendolyn?" the Goblin leant his head to her ear. "Down on the level of the pathetic and the powerless?"

"I suppose I should have been, expecting it," the Goblin conducted electricity through the hand holding her by the hood, sending Gwen into a painful convulsion. "It's natural for a mistake like you"

Yet before it paralyzed her, one of Gwen's shoulders hit the Goblin's chin, loosening his grip on her for just a moment. Gwen used the precious second given to her to roll on her back, cover the Goblin's face with webbing, and kick him away with both of her feet.

 _Finally, a hit!_

"So you aren't totally helpless," the Goblin tore away the webbing as Gwen sprung up on her feet. "Good. It means I'll get to, kill you slowly."

"What did I even do to you personally?" Gwen resumed her stance. "It's not like you work for Emilia anymore, so that can't be it. Why do you hate me so *&^% much?"

"You were born," he also assumed a stance, keeping the knees closer to each other and placing his relaxed hands closer to his face. "That is a mistake that, needs to be fixed."

Instead of responding verbally, Spider-Woman chose to deliver a high kick to the Goblin's face. However, it struck nothing but air, thanks to the Goblin ducking for a sweeping kick at the same time, knocking down the one leg Gwen stood on. Without letting her fall, the Goblin sent her flying backwards with an uppercutt, then zapped her with two electric bolts, finishing with a kick before she had the chance to hit the ground.

Gwen had only realized the extent of her physical pain when she crashed head first into the closed elevator doors. It wasn't intense agony like her fight with Rhino, instead she felt her body go numb.

 _It's like a truck just hit me, then went back just to grind me into the pavement..._

Gwen heard a gunshot.

When looking for its source, she found Jean, holding Carter's revolver and standing over the fallen Goblin. Gwen took this without question, webbing the Goblin down to the floor, spending most of it just to keep his hands wrapped.

"You just let her shoot me," the webs failed to prevent the Goblin from getting up, so Jean dashed back, taking Carter's spare bullets to reload. "I mean sure, I'm bulletproof, but what if I wasn't?"

"Can't say I'd feel terribly sorry about that," Gwen fired a web backwards, hitting the call elevator button.

"Fair enough," the Goblin slightly cracked his own neck. "After all, you'll go to any lengths, to win. Just like that time, with the Don's pet rhinosaurus."

Jean paused as she heard The Goblin's words, preparing another shot.

"Ah, I see," the Goblin looked over his shoulder. "Your hero cop partner, doesn't know."

"Don't listen to him, Jean!" Gwen shouted.

"Why not?" the Goblin spread his arms. "You don't want her to know how you worked with us? How we gave you secret, prototype weapons, which you used as gift toys for common street thugs?"

 _* &^%... what are we going to say?_

 _We did what we had to do._

 _We were right._

 _Weren't we?_

Spider-Woman froze in place, her mind desperately seeking an answer. Jean maintained her aim, shaky as it was, while the Goblin waited with a relaxed grin.

 _There is a way. It won't be pretty, but we have to. We need your support more than ever, Jean. Lives are at stake. Whatever consequences my decision will make, can wait. I can't fail here! I must save Harry!_

"Ha!" Gwen pointed her finger at the Goblin. "Nice try! Framing me for something your ninja pal did. When I went out to stop the Rhino, you captured me, then put Chameleon in my place. Destroy the Don's big scary thing, and keep him unaware you had me. Well Silvermane's dead now, so stop with this charade!"

The Goblin's jaw dropped.

"Ah ha ha... just... marvelous!" he hunchbacked, barely keeping his breath, let alone paying attention to the buzz in his head. "You came up with that, on the fly? Fantastic! Absolutely..."

Gwen was just about to punch him, before a gunshot brought him down.

"Sorry, I shouldn't have doubted ya," Jean, keeping her aim firm again, smiled at Gwen.

 _It worked, for better or worse..._

"Sure, shoot a real Osborn, instead, why not," the Goblin got up on one knee. Without speaking, Spider-Woman punched him while Jean's revolver emptied a stream of bullets in his back, stunning him long enough for Spider-Woman to punch him again.

"Aaaargh!" the Goblin fell on his back, his voice distorting with static. "How much... bzzt... lead are you going to... bzzt... pump in me, you bloodthirsty..."

"Stay down!" Gwen sat on his stomach, then knocked his head against the floor with yet another punch. "Jean! Take your *&^% chief and get out of here!"

"But what about you?" Jean didn't lower her aim. "And we have to arrest this *&^%er."

"I'll handle this *&^%!" she spent a large supply of web to keep the Goblin pinned down to the floor.

"And if you tried arresting him, he'd snap your handcuffs and kill you. But this will hold him for at least a few minutes. So go!"

With reluctance, Jean nodded when the elevator doors opened. She dragged Carter's unconscious body to the elevator just before the doors closed down again. The Goblin appeared to still be breathing, but neither moved nor spoke.

"Where am..." Gwen heard a groggy voice.

"Harry!" Gwen rushed over to him.

"Gwen?" he opened his eyes. "No, you're not..."

"Come on, we have to get out of here," she picked Harry up from the chair. "I'm taking you to your mom."

 _Your bat*^% insane mom, that is._

When Gwen jumped out of the building, Harry instinctively wrapped his arms around her shoulder, trying not to scream from the height.

The wind blew in his face with the sight of the city below, its many lights shining through the night. Breathtaken, Harry swept the buildings, the roads, as much of the city as he could with his eyes.

"All of this... it's mine," he whispered.

"You say something?" Gwen asked.

"No, not at all," he closed his eyes when Gwen swung away from the tower. "This is just... a bit much to take in."

Back at the tower, the Green Goblin tore his right arm off the webbing, then used a razor bat to cut off the rest. Upon getting up, he sighed and took a green phone-like device out of his belt.

"She's taking him... to the manor?" the Goblin put the device back. "Why? Oh well, easier for me to... bzzt... deal with."

"Argh, this dumb... bzzt... voice box!" the Goblin lifted his "face" to fix some of the loose contacts from the inside.

"There we go," he said after putting the mask back on. "Now back to business."

He approached the glider, seeing it webbed down like he himself was. With a few slices of the razor bat, he cut the webbing off the glider.

* * *

"How do you know where our manor is?" Harry walked with Spider-Woman through the woods.

"I, um, Gwen Stacy told me," she replied. "We're kind of best buds. She got me into hoodies."

"Classic... Gwen..." Harry's eyes closed, he fell limply to the ground.

"Harry!" Gwen picked him up. "Harry, snap out of it!"

 _We need to reach his mom fast. She can pay for a better hospital than anything else we can afford._

"Yeah, true," with Harry in her hands, she ran towards the manor.

A few minutes later, Gwen kicked open the double doors, entering the main hall.

"Harry!" Emilia rushed down the stairs. "My son!"

Gwen gently let him down on the floor, just as Emilia reached them. Her green eyes shone with concern the moment her gaze found him.

"What happened to him?" Emilia asked with uncharacteristic concern in her voice. "Did the Goblin..."

"He just collapsed on the way here, I don't know why," Gwen said. "Call up one of your fancy hospitals or something!"

"Thank you, Gwendolyn," Emilia said. "Thank you, from the bottom of my..."

"Shut up," Gwen looked into her eyes. "Just, shut up. You have no idea how much *&^% you've caused me. The only thing that stops me from tearing your *&^% head off is him. So kindly, stop with this false gratitude act and get the *&^% out of my life."

"So be it," Emilia's voice grew calm again. "As promised, all evidence of your identity shall be destroyed. Then, we shall part our separate ways. Just tell me one thing."

"What is it?" Gwen was just about to leave.

"How did you defeat the Green Goblin?"

"Ah ha ha ha ha ha ha ha ha ha ha ha!" the Goblin's laughter echoed through the hall.

"Would Gwendolyn please, come out to play?"

 _No way..._

 _How did he break free so fast?!_

 _* &^%! *&^%! *&^%!_

"You really thought I wouldn't, find you in my own house?!" the Goblin screamed. "Get out! Get out, or else I'll flatten this entire place, with you in it!"

Spider-Woman rushed outside, meeting the Goblin hovering above the lake.

She felt her muscles automatically assuming a fighting stance, while the Goblin appeared calm, juggling a pumpkin bomb.

"Your house?" Gwen stood immobile. "Who even are you?!"

"If you have to know," the Goblin threw the bomb behind himself, letting it explode in a harmless splash of steam and water. "Then know the name, that will haunt you for the rest of your short life..."

The Goblin raised his arms.

"The name of Norman Osborn!"

 _What?! How can that..._

"Bull*&^%!" Gwen swept her arm in defiance. "That's impossible! Norman Osborn is dead! And even if he wasn't, he wouldn't be flying around doing this! He was a philanthropist, a decent man!"

"Times change, opinions shift," the Goblin crossed his arms. "And dying certainly puts things in, a new perspective."

"Huh?"

"Don't act like you don't know, what I'm talking about," the Goblin pointed at Gwen. "You felt it too. The world around you, changing."

"Don't tell me you're one of those 'destroy and remake the world' types. I was hoping not to face one of those cliches."

"Ah ha ha... no, the old world is already destroyed, it just doesn't know it yet. People like us, the powerful, the exceptional, have crushed the old order as if it has never been there."

"We hold all the cards now, not the normal, not the powerless," the Goblin raised his right arm over the image of the moon, as if grabbing it. "For the first time in history, an individual has the tools to, truly stand against the ignorant, inferior masses!"

"And my son shall be there," the Goblin pointed at the manor. "Heralding the new age!"

"Um, hello?" Gwen waved her arms. "Ring, ring, it's a reality check! Harry doesn't have any powers! Doesn't that mean he's one of those 'inferior' masses?"

"How little do you know..." the Goblin cackled. "He's going to have a much bigger destiny, than you'll ever know or understand."

"Why not? By any means, explain. I love when my villains monologue."

"Because, I'm going to kill you here tonight!" he pointed his finger at Gwen. "And after that, I'll find your wretched, rotten mother, and do the same to her!"

"What does my *&^% mother have to do with any of this?!"

"You can ask her yourself, once you're both in hell!" a green light flashed from inside the stylized dragon face at the glider's center. The beam that would come out moments later had a direct aim on Gwen.

 _Wait for it..._

She held her breath, silent and patient, part of her preparing for the worst.

 _Wait for it..._

Instead of a green light, an orange one emerged, and with the sounds of broken glass and a dull roar, the draconic face melted from the inside by the flames.

"It worked, it worked, it worked!" Gwen jumped for joy.

"What?!" the Goblin flailed his arms, madly trying to steer the flaming glider and gain altitude. "What have you done, you miserable subhuman trash?!"

"Oh nothing much, just a gas can from a blowtorch," with a satisfactory smile on her face, she put earphones on. "Which I put inside your stupid glider, while you were busy gloating over the 'inferior masses'. Not-so-coincidentally, the can also came from a normal person. Just burns you up from the inside, doesn't it?"

"How dare you?!" the Goblin threw pumpkin bombs without taking any aim, missing into the water or onto the ground with them all. "I will lay vengeance upon your filthy kin! I will destroy you! Annihilate you! Kill you!"

"That's what they all say," she turned on MJ's mp3 player in her pocket, hearing "Greatest Fire" by Ryoko Sabuki. "Not dubstep, but it'll do."

The song blasted into her ears, helping her focus, slowing the coming barrage of pumpkin bombs and razor bats to a screeching halt. She used the extra time to carefully web each one and direct them away from the manor, sometimes throwing them into the water and other times, at each other. A few reached the Goblin, sending him into an even more chaotic spin.

Gwen leapt at the Goblin, twisting her body to avoid the remaining projectiles, just when the lyrics started.

 _Even though, you trusted me to stand by your side_

 _I failed you, and now you are confined in ice._

She hit the glider with a web line, accelerating her leap before the web burned out.

 _Day by day, my heart is bleeding for your sake_

 _Must I now, give up a chance to set you free?_

Gwen latched onto the Goblin, sticking to the glider with her feet and hammering his head with both of her fists.

 _This world can wither and bleed till it's just a dead husk_

 _Nothing concerns me but the love I have for you!_

Her opponent blocked the punches, crossing his forearms above his head. The glider spun again, turning upside down and making both of their heads hit the water.

 _I know that I will walk the distance, I will make it happen_

 _Nothing can sway me from this path_

 _Till the ice melts down_

 _And love is with me once again..._

Spider-Woman bashed the Goblin with her shoulder, sending the glider back to an upright position.

 _So I shall light the greatest fire, burn down every forest_

 _Turn every surface into ashes!_

 _So we could once more_

They clenched fists, gazing into each other's eyes with nothing less than undiluted hatred. Thanks to their struggles, the vehicle they stood on spun around in circles.

 _Dream together forever_

 _For all eternity..._

The Goblin headbutted her, staggering her just enough to zap her off the glider, which by then had both of them high enough for Gwen to web herself back on without falling into the water. Instead of latching on, she sent the Goblin spinning with a flying kick, spiraling past him.

 _I've walked for far too long_

 _I feel as though I'm losing sight of_

 _Who you are_

 _It has become a memory..._

She hit the Green Goblin with two web-lines next, propelling herself back at him like a human slingshot. Flying past the razor bats thrown at her, she punched the Goblin's face with all of her strength. The glider's engines at last gave out, the craft falling into the water under the weight of both the Goblin and Gwen, who latched onto his mask, quickly pulling it away.

 _But that shall be enough_

 _I see the pieces of the puzzle_

 _I must solve_

 _To turn your soul warm again!_

Both Spider-Woman and the Green Goblin hit the water with a massive splash. Emilia walked out through the manor doors, waiting to see who would emerge, uncertainty clear on her face.

 _No matter what happens_

 _I will walk the distance, I will make it happen_

 _Nothing can sway me from this path_

"They better not be both dead," Emilia said. "That would be far too troublesome."

 _Till the ice melts down_

 _And love is with me once again..._

The water calmed down, as the signs of struggle ceased.

 _So I shall light the greatest fire, burn down every forest_

 _Turn every surface into ashes!_

The passing waves washed a body ashore. Emilia turned her eyes to it, trying to see who it was as it coughed.

 _So we could once more_

 _Dream together forever_

 _For all eternity..._

"*&^%! Your water is too *&^% nasty!" Gwen spoke through the coughs, crawling away from the waves. In her right hand, she held the mask of the Green Goblin.

"Did you..." Emilia noticed the mask.

"Here," she threw it at Emilia's feet. "Keep that *&^%. I didn't get to see who it was because of your nasty-*&^ water anyway."

"Oh, good," Emilia sighed with relief. "I mean, it is good that you won."

"*&^% this, I'm so done," Gwen got up on her shaking feet. "You *&^%, *&^% you, and stay out of my *&^% sight from now on, capisce? Capisce."

Gwen then listed every curse word she knew upon realizing she had to walk around the entire shore all over again. With unflappable patience, Emilia waited for her to fade into the woods. Once the sight of Gwen had disappeared, Emilia picked up the discarded Goblin mask.

"That was close," Emilia gazed at the mask. "But ultimately, it's for the better. I am sorry."

The waves washed the Goblin's lifeless and unmasked body ashore. It startled Emilia into a step back, until she realized it wasn't moving.

"She really did a number on you, didn't she?" Emilia looked down on the Green Goblin. "I almost wish it hadn't had to be this way. The upcoming events shall be rather difficult to arrange."

"But it does not matter," she turned her back on the Goblin. "You have played your part. Farewell."

The Goblin's body twitched, letting out infrequent coughs, which regained Emilia's attention.

"You are still alive?"

* * *

The next morning, at least for Harry, began at the H.E.A.R.T. clinic. He awoke in a hospital bed, Gwen in her civilian clothes his first sight of the day. Himself, he wore a light blue hospital gown.

"Gwen?" he closed his eyes. "What happened to me? I remember Spider-Woman, the woods, and..."

"Shhh, it's okay," she took his hand. "You're safe now. The Goblin's gone."

"He is?" Harry opened his eyes wide. "I see..."

"Is he going to be alright?" Gwen asked Doctor Elias Wirtham.

"He's going to be well," Elias said. "In fact, he's extremely healthy. You must have a very thought-out lifestyle, Mr Osborn."

"Mr Osborn?" Harry scratched the back of his head. "You mean me? I'm just... more used to Harry."

"Actually, Mr Osborn..." Elias let out a small sigh. "We need to talk about another matter. Your mother, Mrs Osborn, she... is here as well."

"W-where?" he asked, barely containing his voice.

"Room 14A, she is... wait!" Elias tried to stop Harry from getting up, but he slipped away. Him and Gwen chased after Harry, yet neither of them could stop him from reaching room 14A.

"Mother!" Harry burst into the room, only to find Emilia Osborn confined to a bed. "Mother, it's me, Harry!"

Her eyes remained closed, lacking any reaction to Harry's presence. She wore a hospital gown as well, unlike Harry, her arms and head were covered in bandages. Harry stepped back, fearing the worst.

"I'm sorry," Elias entered the room. "When our ambulance arrived, she was found unconscious alongside you."

"D-does that mean she's g-going to recover?" he gave a wavering smile of innocent hope.

"We're doing everything we can," Elias put his hand on Harry's shoulder. "But to tell you the truth. She's in a deep coma. At this point, it is unknown if she'll ever wake up."

"N-no..." Harry whispered.

"I promise, we will contact you as soon as the situation becomes more clear," Elias said. "But for now..."

"Can I be with her for a bit?" Harry whispered.

"Yes... you may," Elias headed out of the room, as Gwen was about to follow him.

"No, Gwen, please stay!" Harry sobbed.

Gwen nodded, closing the door.

"You think she's..." Gwen spoke.

"She did everything for me," Harry interrupted her. "And I didn't realize that until it's too late. It's all my fault, I was too weak, I was..."

"Hey, hey!" Gwen walked over to him. "It's not your fault. You were unconscious too. It's probably..."

 _It's probably... what?_

 _Oh no..._

 _Could the Goblin have made it out too?_

"Probably... what?" Harry noticed Gwen's mortified expression.

"P-probably something that had n-nothing to do with you!" she looked away. "Yeah... sigh, I can't lie right now. It... it's probably... the Green Goblin."

"How do you... know about him?" Harry asked.

"Spider-Woman told me, we're... kind of best buds," Gwen still looked away. "She hated hoodies before we met."

"I see..." Harry sat down on a chair. "Gwen, thank you for your support, but can I be alone with her right now?"

"Yes, o-of course..." Gwen walked backwards into the door. "Ow..."

She opened it as fast as she could, and walked out with a brisk pace.

"Stupid, stupid, stupid!" she screamed, confusing the hospital staff passing by. "We survived that damn water, of course he did! He's still *&^% out there, plotting revenge I won't see coming because my *&^%..."

She stopped when she realized everyone was looking at her.

"Umm... nothing to see here, c-citizens!" she slipped into the next corridor. "*&^%, we're so *&^%ed..."

 _Let's stay positive, positive! If he was fine, he'd get out of the water just as we did. Instead, he didn't emerge even after we walked around the entire shore. He could very well be gone!_

 _I hope, that is... I really do..._

 _If he is, that means most of the * &^% that hit me lately is finally gone... I deserve some *&^% rest, dammit! And a shower. A long, long shower. *&^%, I want a shower..._

Left to his devices, Harry clenched his fists.

"The Green Goblin, still alive..." he said. "Good. You won't escape justice that easily."

"I swear, mother," he took Emilia's hand. "I will find him. I am the Don now, the city is mine. There is nowhere he can hide. I will claw him out, no matter what it takes. And then, the Green Goblin will pay for what he did to you."

"On my father's grave I swear," Harry put her hand down. "I won't lose you too."

* * *

An hour later, Harry paced in his mother's lab, eyes lingering over the machinery.

It was his now.

"Sir?" came the voice of a scientist.

"What is it?" his tone was harsher than he intended.

He handed Harry a sheet of paper. It was a blueprint, detailing all the hidden floors and rooms where the heart of her research had lied untouched.

He glanced over it, noticing the sheer quantity of weapons and resources listed. This room here was only a fragment of what Oscorp was capable of.

"Do you wish to decommission Mrs Osborn's research? As our funding is in need of renewal, we must regrettably ask for your answer, as sudden as this may seem, sir."

He looked at the list one last time, scanning for any names he could recognize. Most, he could not. All he could determine was something marked as "Istorie", the last active project to be updated.

"No, please continue. We will divert much of our research away from weapons testing and toward medical and cybernetics. But, we will leave some testing active. I will give further details later."

The scientist left, pleased not to have lost his job with the new management.

Harry looked out the window, at the city below, where the morning sun bathed the surroundings in a golden dawn.

 _A fitting image, don't you think? We could do worse._

He nodded absentmindedly. His thoughts seemed to stray from time to time, his attention wandering as he contemplated the power he now possessed.

"No matter where you are Goblin... I will find you, and then, with my own two hands, I'll kill you! This, I swear on my name as an Osborn, as the Don, as head of Oscorp, I will make you pay for what you have done!"

 **The End.**

* * *

 **Or is it?**

 **Scapolite here, with a note on the status of our story.**

 **The Amazing Spider-Gwen is a story we've now been co-writing for a year. Hard to believe it, huh? It's been a labor of love, both as fans of Spider-Man and his mythos, and of Gwen Stacy herself.** **We've mainly written this story for ourselves first and foremost. But we would also appreciate any comments/criticism, what works, what does not, and what you might like to see in the future.**

 **We will take any and all criticism into consideration as we strive to improve our story as best we can.**

 **This is the first of a four-volume plot.** **This doesn't mean we'll be splitting the story into separate entries, all chapters will be kept here. It's more of an unofficial soft divide between turning points in the plot.** **Despite the time it's taken and will take to finish The Amazing Spider-Gwen, we're as committed as when we started to seeing this to a satisfying conclusion.**

 **Thanks to anyone who has read our story.**

 **Unless noted, our schedule of one chapter per month stays consistent, with the exception of August as we're finalizing the details on our next story arc.**

 **Comments and support are always appreciated, and we look forward to continuing this story.**

 **With love,**

 **Scapolite**


	14. And He Shall Appear

**Disclaimer: We are not Marvel.**

 **#14:** **And He Shall Appear**

 _It always rained on funerals._

Matt sighed in his seat, lightly fingering the cane folded on his lap.

Cliche to be sure, yet equally so was the bolt of lightning that momentarily shook the church as the priest finished the preparations.

As he knelt, the priest soaked a soft white cloth into a basin, gently washing the alter's cross with holy water as a quire of children sang hymns to the memory of a man that hadn't earned the right.

Around him, no less than a hundred in their Sunday best sat in attendance. He didn't need to see their rich colors, flowing skirts and dresses, and stiff suits to feel uncomfortable; the rustle of fabric did the job well enough, sighing and creaking like the floorboards under his apartment.

A modest gathering for a man that had been in power more than half a century, all things considered. It was a private affair, after all.

His unique outlook on life made it uncomfortable to interact with more than a dozen people at a time, he had his powers to thank for that. Unfortunately for Matt's state of mind, New York wasn't known for its privacy. It was a fact of life he'd grown to accept, not that he had any say in the matter.

By his own intuition, there were approximately eighty-seven normal human hearts pulsating within the rows of guests: the slight presence of each breathing, whispering, shuffling, made him sweat.

As for the two exceptions? Well, they knew now was hardly the time, as did he.

And so he waited.

"We have gathered here today, from near and far to pay our final respects to a great man to whom few can be compared, both in conviction of spirit and strength of will. One of the greatest men this city has ever known, the Don, Allan Silvermane."

As one, the Don's people hoisted his casket in their arms as they solemnly plodded along the isle of seats with heavy shoulders and downcast eyes. Still in their traditional coats, it seemed even a priest couldn't influence their less than civil attire.

They slowly placed the coffin at the head of the alter with atypical reverence.

"We are all equal as one of God's creations, from dust we arose, and to dust we shall return. Thus I am sure many of you have questioned the use of a sealed coffin in today's service. Per the request of Oscorp as the Don's closest associates, the body will remain unseen for the sake of the man's dignity. As I'm sure many of you know, he was tragically attacked by an assassin of unknown origin, leaving his mortal shell a rather unpleasant sight for present company. As Allan Silvermane lacked any surviving family at the time of his passing, the church has honored the request on their behalf."

Matt felt a mix of empathic responses from the assembly.

Some relief for those squeamish about corpses in general, some derisiveness toward anything religious, sheer apathy from a few, and (most prevalent) disbelief over the claim. Many it seemed weren't buying what Oscorp and the church were selling.

Truth be told, Matt wasn't sure himself.

That Silvermane was dead was still a fact he was trying to grasp. He never did personally like the man, it was fair to say loss wasn't a factor here.

But there was a kind of respect, certainly. Not for nothing had he worked with the man to track down some of the darker criminals that slipped through the cracks.

But knowing and understanding were two different mindsets entirely.

What he could be certain of however, was that change would come to the city, likely for the worse.

That above all else, concerned Daredevil as the priest and the quire recited prayers and faith that the soul of this man would find peace in God's care.

With the latest case still fresh in his mind, he tried to focus on a motive for Ms Jensen's attack. That was proving to be harder by the second.

Not to his surprise, many in the crowd were focused on other things.

"It's nothing but a damn lie by the Osborns..."

"But mom!? C'mon, this could be the chance you've been waiting for..."

Audibly and emotionally, he felt a pressure building in his skull.

"...like hell he's dead. He's the goddamn Don, been here long enough to see our grandparents as kids..."

"Felicia, my decision is final!"

"That Oscorp brat did it. You see what happened to his mother? No way that was an accident, he musta did both in to get himself some of that power..."

"Who's gonna keep this city from all the mutants now?"

He gripped his cane handle harder.

"Hey, what's he doing here?"

That last comment got his attention. Not the words, but the electric sensation of surprise on the edge of more than a few minds that came with them.

Footsteps with the crisp knock of polished boots came from the back of the church.

Matt took a quick breath, relaxing his grip and thought of an expanse of white fog in his mind. He closed his eyes, and willed the sensations and emotions that swirled around him to be still.

Within this stillness, he concentrated on the person walking up the church isle.

Their movements gave away no excess stirs of motion, with tailored clothes that fit their measurements precisely without a whisper of cloth.

Coming closer, he smelled the faint musk of cologne.

 _A man, then._

Yet closer, his aura projected a front of strict calm, banishing what was a high degree of nervous energy and doubt from disrupting his calm.

 _A man with adequate to good mental training._

And something...else. What felt to Matt's extra senses like the sting of a child touching a hot plate for the first time. A heat radiated from his presence, a fire that had just begun to be coaxed out of a spark.

His peculiar energy was slightly beyond the normal human spectrum of awareness. To the psychically-gifted, he could be distinguished from a crowd if one knew where to look.

When he reached the alter, his mind seemed a tad more focused.

"I thank you all for coming here today. This is a saddening time for the city of New York, when its greatest leader has fallen to a, despicable act of cruelty."

There was the faintest tremble on those last words. The voice was one he'd heard before, yet could not place.

"But that is not the only tragedy to have struck the well-being of our city. My mother, Emilia Osborn has been rendered comatose by the same monster that has taken our Don's life. Even the greatest doctors I can procure cannot guarantee her recovery."

The surprise spread through the crowd like wildfire, electrifying the air with an unexpected tension. Daredevil was not immune. All that had gathered here were aware that the Osborn family had been struggling throughout the last few years, but this was an event nobody could have guessed.

And through it all, the two irregulars had not reacted.

"I came here to mourn as have you all, but not to indulge in loss. As Allan himself would often say, "we struggle in the face of death, not in defiance, but in determination." In that spirit, I have continued our late Don's work and will announce my plans as the new CEO of Oscorp shortly. On the following Monday of June 26, expect to find me at the Norman Osborn Charity, at noon. Despite the loss of my family and our close friend, I will continue their legacy."

He'd heard that voice before, but the nervous, innocent tone he had associated Harry with in so many public speeches and news reports seemed as if it had come from another man. The twofold drama of the last week had irreversibly shaped the young Osborn.

"There is much work to be done I'm afraid, so I apologize that I will not be joining you all in this ceremony. I beg your pardon, and thank you for your time."

The audience clapped, despite the setting. Nothing so bold as cheers, but there was approval. Matt felt more than a few had gone along with the applause with darker things in mind.

"I too share Mr Osborn's sentiment. As a proud member and supporter of the Norman Osborn Foundation, I, Sergei Kravinoff will be the first to donate to the cause."

"Regrettably, I rarely had the chance to see Allan Silvermane in person, but..."

* * *

Matt massaged his temples. As his mentor had warned him, both straining to feel multiple minds and resisting them for the sake of focus were both physically and mentally exhausting. The buzz of conflicting thoughts was too much to deal with, especially after the day he'd had.

He stood up, unfolding his cane with a flick of the wrist, and walked through the isles. He took slow strides with his cane, partly to keep up an appearance of helplessness, partly from the genuine fatigue. As a blind man, people around him were quick to move away in that unique bout of social awkwardness that followed him in public.

The cool nighttime air filled his senses as he stepped outside. Through the back of the church, he walked toward the graveyard.

Taking careful steps across the old stone path leading outward, he periodically tapped the ground with his cane tip, listening for the echo as the sound softly reverberated in the late evening stillness.

Upon reaching the graveyard proper, he removed his boots to feel the cool grass underfoot.

There was something about rain that seem to open his senses. The water falling in all directions made it feel like he could hear the whole world around him. Away from the stifling church, the rain's steady cadence soothed some of the pressure in his mind.

Sure enough, he found her exactly where he'd guessed.

Beside George's grave, Jean was sitting in the grass, taking a lazy drag from her cigar.

In the shadow of a tree, he grinned. "Ain't you a sight for sore eyes?"

"Gaaah!" Caught at unawares, she spat out her cigar in surprise.

He moved in closer, casually waving a hand in her general direction in defiance of the time and place.

"Matt! Don't freak me out like that! Aaaaargh!" she blew on her hands as the tip of the cigar brushed her skin.

"May I join you?"

By way of answer, she produced a metallic clink to her right. He nodded, sitting where she'd indicated.

"Didn't see you back there. Did all the hypocrites soil your mood?"

Her lighter produced a few clicks. "You seem a little grave tonight yourself D."

He laughed. A bit too loud in the quiet, but he did.

"Careful there Matt, you'll wake the dead with all the noise."

Flick-flick went the lighter, but unfortunately for Jean's peace of mind, lighting a cigar in the middle of a brisk rain was a losing battle.

"You're one to talk, I just cane down here for some fresh air, and here you are coffin up a lung."

He didn't need his intuition to tell him she was trying hard not to smirk.

"So why are you out here?"

"Seemed more lively away from all the politics. Whatcha got there, Jean?"

She tossed him a bottle, which he reflexively caught. He trailed a hand over the label, his expression softening over the familiar sensation.

"Phoenix scotch? Takes you back, don't it?"

Jean grunted in ascent while a light scraping could be heard. She cursed a few times before the distinctive pop of an opened bottle rang out before it was swallowed by the quiet of the graveyard.

"Matt, you need some help with that? Hell, course you do." She grabbed the bottle of whiskey, not that he would have protested.

With a quick twist from the grip of her lighter, the second cap came undone.

He nodded, taking it back with a fainter smile. "I swear you were the only one of us that could open the damned things."

His partner chuckled. "Oh that's right! George would always buy me some smokes during the week, just so I could get open those crappy drinks he liked so much. Pffft, the baby. Never said a word about it."

Matt's smile grew a touch warmer. "Yup, we'd always hang out at that filthy little joint. What was it... the Shriek, or something? Ah, whatever."

"Stan was so straight-edge most of the time though. He's so uptight you'd think he had a stick shoved up his... But I swear, the bastard only smiled when we caught a criminal. Then he'd start shouting and crackin' jokes like he'd never stopped. But Christ Matt, what a smile it was. He almost looked like a better man."

She sighed. "Nowadays, he's just gotten worse, especially now the Don's kicked the bucket."

"I still can't quite believe it myself. He's not wrong, Little She-Wolf. I'll never agree with his methods, but he's right. The city's going to need all the help we can give it."

"Hey, thought we agreed you only get to say that in private. Don't make me get out the contract you signed..."

She gave an uncharacteristic blush, first of embarrassment, then something a bit harsher.

"So where the hell have you been! In case you've not gotten the memo, some nutjob nearly blew up Oscorp's power plant, a mech's been tearing up the city, a certain spider's been helping us and giving our department hell, a ninja that likes to cosplay's been busy with one confusing case after another, medical coverage is back in style after she went goth for a few days, and some freak in green nearly killed me and Stan, got to the Don, kidnapped Osborn Junior, and now we're up to our %**es in more street violence than you can shake a taser at. And oh yeah, one of these outfits got their hands on lasers! So please, please tell me, where in the name of Hulk's toned backside have you been!"

Daredevil lowered his head. "Umm, well, uh, nowhere big really. Asgard?"

She took a large gulp of scotch, belched, and wiped her mouth with the end of her beret.

"Seriously! Like, Asgard, the Asgard? With the Thors and the feasts and the homoerotic fights and hunks with the lumps in their trunks? And you didn't bring me..."

Was she, pouting? Matt doubted such a thing was impossible two seconds ago, but his intuition indicated otherwise.

It was official, he'd now seen it all.

Now it was his turn to flush. "The Avengers don't have time for the stuff on our level, you know that."

"Then what do they have time for!" Jean took a gulp of Phoenix as the rain continued to fall.

"If you knew what I know, you'd understand... and even if you did, it wouldn't help much. Look, I'm just a big enough fish to stick out in this little pond. So when they needed a representative of sorts for this area, they called me. When a six-and-a-half-foot woman in armor with a shield the size of your door comes a knockin' you'd better get on that damn horse."

"Wow, seriously?" she whispered, leaning in closer to catch every word. "So, what was it like up there?"

"Very, very, very cold."

She scowled. "Damn it Matt, some nobody like me's never going to see it, don't get snarky just because you did. Oh, um, retract that last bit. How was the Bifrost?"

"Very sturdy I presume. Met the security guard, nice guy, sounded black. "

"Thor? Come on, you gotta have something for him."

"Has one heck of a firm grip. Shorter than you think, but he's got the confidence to make up for it. We hung out, swapped a few stories, got stupid drunk, it was one heck of an evening. Best mead this side of the Nine Worlds."

"Oh, I think you've made someone a very happy girl..." she took a final sip, polishing off the bottle.

He grinned. "Heh, I know what I said. Whatever helps you get to sleep. Stress doesn't suit you, Jean."

"Okay, so you had dinner with a god, shared some stories, so what was the holdup? He invite you to bed too?"

He took another drink.

"Let me sum things up and just say it took longer getting back. Hey you think our traffic system sucks, wait until you see fifty chariots of svartalves in your way. That, and the bridge has some temporal shenanigans going on, guess I took a wrong turn. Either way, it took me a few weeks to get back."

"You seem pretty chill about this, pun not intended."

Daredevil shrugged. "What can I say, I'm too damn tired to %#^#& about it. Crying won't change things."

"Oh look at the big tough Mr Stoic. Pffft, what would it take to wipe that look off your face?"

"Well, I can think of a few things," he winked, tongue firmly in cheek.

"Well," his partner said with a touch more warmth than usual. "I'm glad to see you back. We need you now more than ever, D."

* * *

"My patience grows thin, boy. Doubtless you know how feeble your efforts are at evading me."

And there it was.

Michael clutched at the sides of his armchair.

"How your hands tremble, how fragile your beating heart. You cannot deny me, vassal."

"I have, and I will. You cannot control me. You are bound to me, not I to you."

The voice chuckled. "Is that so? Then why resist? Why do you struggle so hard if the alchemist's of your time are right? That I am not real, not hear with you at this very moment? You flinch at my approach, you run from my commands. Or do you fear something else?"

His knuckles cracked with the strength of his grip. He could not risk moving.

"Ah yes, I see," it purred. "You don't fear my existence, you are afraid that those physicians are right."

"I, I won't..."

"That this is not a man fighting a demon."

The breath he took caught in his throat, the beat of his heart pounding through his temples.

Michael closed his eyes.

"That you are alone. A desperate, starving monster, slave to no one but himself, bound by the shackles of his own design."

"No! I won't listen to your serpent's tongue. You've done nothing but beguile me with lies."

His gaze rested on the site of a near-empty bottle of pills on his coffee table.

"Your poison is running dry, Vassal. Thanks to your cowardice, you've lost your profession, your peers, your funds, and soon your resolve. You hide in squalor like a rat, afraid to drink deep from the pleasures of your birthright."

He stole a glance at the still broken window, to the quiet neighborhood now at rest. Another chill of guilt itched at his nerves. He couldn't remember why.

He ignored them.

"I...won't have a man's blood on my hands. If I have to die to keep you from controlling me again, then I'll do what has to be done."

"I wonder," mused the voice in a faux-idle tone. "If you will starve or take the coward's way out first?"

The historian could only stare despairingly at the knife on the table through tear-streaked eyes. He reached out a hand, weak from hunger. The veins protruded starkly against his skin.

"It doesn't have to be a struggle for dominance, Michael. As one, we can take revenge on those that have harmed you. Made you what you are. What we are."

He felt the cold comfort of metal wrap around shaking fingers.

* * *

Matt softly withdrew his key, gingerly sliding it through the lock and slowly twisted it clockwise. He leaned forward and slowly turned the knob before opening the door.

The office smelled faintly of coffee, stale popcorn, and marijuana.

 _Foggy was here, no doubt about it._

It was late afternoon, quiet.

If he was lucky, his roommate might've dozed off. If that were the case, he'd be hearing the sounds of high-pitched Japanese, cartoonishly-loud heartbeats, and singing schoolgirls, so he doubted it.

"Oh speak of the devil, and he shall appear," grumbled his partner in crime.

If something seemed too good to be true, it probably was.

Matt grimaced, shrugging off his jacket by the battered coatrack.

"Nice to see you too, Fo..."

"Shhhh, on the phone. Yeah, that's right. Sure, no problem. He'll be available in an hour. Thank you Ms Jensen. No, thank you. G'bye."

He all but felt the heat of Foggy's glare as his aura spiked with anger.

"Look alive, Murdock. We got ourselves a client. Well, I got you a client."

He fell into his favorite chair, legs still numb from the Asgardian frost.

"Not now, Foggy. It's been a long day."

"It's been a long couple weeks."

"Weeks!? You've got to be making a bad joke. Lord knows it wouldn't be the first time."

"Six weeks, three days, and eleven hours since I saw you last," Foggy said bluntly.

His head fell to the counter's surface to muffle his groan of displeasure.

He'd been warned of the possible risks of traveling between worlds, but a gap that large wasn't something he could've expected. No wonder he hadn't recognized the snatches of news he'd heard on the subway home.

"So, that's it?"

"That's what?" he felt the mental shrug from Foggy, a mask of indifference that only went skin-deep.

"No 'hey Matt, glad to see you back?' No 'I missed you man, my gosh, but where could you have possibly gone?'"

The sound of his fist pounding the tabletop seemed louder than it should have, making Matt flinch.

"I've been swimming in paperwork, eating hotdogs for the last six days, and discovering the wonders of coupon clipping to keep this place afloat. What's your excuse?"

"I, um... I got lost in... in Asgard?"

He awkwardly blocked his face with a forearm to hide his embarrassment.

"Ahahahahaha! Are you serious?! I'd call that a load of bull, but you're always a terrible liar, Murdock."

If there was something Matt always appreciated about Foggy, it was the fact that he could never stay mad for long without finding something to laugh about. Usually said laughter was directed his way, but that was something he'd long grown used to.

"How do you accidentally get lost in Asgard for six weeks? Hell, but it's good to have you back. Here, drink up."

Something warm slid across the counter and into his hand.

"Didn't feel that long to me. Christ, but twelve hours ago I was just talking with the hairy guy with the hammer. Ugh, it's been a long day."

The bitter tang of slightly stale coffee clashed with his tastebuds. Matt gulped it down gratefully.

"Well, it'll be a little longer I'm afraid."

"Oh. Right. Tell me about this mystery guest..."

"You might want to get caught up to speed first. I'll tell you along the way." There was an overtone of sarcasm Matt didn't like the sound of.

* * *

Ms Katie Jensen's hand trembled ever so slightly in his as they traded grips. Her fingers felt soft and clammy with nervous sweat.

She was an unassuming young woman; a late twenty-something standing just above five feet with a light Asian complexion, a skirt somewhat on the conservative side, a pair of soft brown eyes, a slight lisp in her voice when he'd introduced himself, and "a plump rump ready to thump", according to Foggy's description.

"Th-thank you for coming Mr Murdock. I-I tried to contact you a few days ago, but your assistant said you weren't available."

Her aura radiated a sputtering, nervous energy that crackled like electricity. A mix of nerves, anticipation, fear, and a budding panic strung together with large quantities of coffee and cigarettes if the scent of her shaky breathing was any judge.

"I only wish I could have come sooner. Please, may I come in?"

"Oh, right, uh, do you need any..." she trailed off with some awkwardness.

Her hand hadn't left his.

He adopted a practiced, easy smile to encourage. "Just lead the way."

He gently removed his hand and rested it on her shoulder. It was cold to the touch.

His host led him through a large house with room to spare. She'd awkwardly lead him through tight spaces, odd turns, and rooms that seemed nearly bare of furniture.

A minute of exploration brought them to a tiled kitchen. He removed his hand and sat at a barstool.

"P-please forgive the mess, I've been busy packing up. I could make some coffee if you'd like?"

He shook his head. As much as he'd like a fresh cup and an extra jolt to push him through the day, he needed to be calm; for his sake as much as her's.

"That won't be necessary. You'll excuse the bluntness, but it seems I've found you in some distress Ms Jensen." He gestured with a hand in an arc around them.

"Katie, if you'd like...Well, to be blunt myself, I've been attacked by a vampire."

He raised an eyebrow, but otherwise kept a neutral expression. He'd heard this one before, but it wasn't the first time he'd been proven wrong.

"I'm sorry, I know it sounds silly. But I don't know how else to describe it Mr Murdock."

"Matt, if you'd like," he softened his tone considerably. "I've been involved with many strange things most normal folks would prefer not to think about. Believe me, I'll hear you out fairly. When did this take place?"

Her emotions seemed to have settled somewhat.

"A month ago. I was outside, around midnight, watering my roses. I'd been feeling uneasy that night for some reason I couldn't understand. I was looking around as if something were about to happen. Then... then I saw it."

A chill ran across her aura.

"A man was standing by the window of Michael's house. He looked like him, but it couldn't have been the same man. He was wearing a fur coat, a black vest, and looked pale. He looked thinner, like he hadn't eaten in a while, almost sick. Dressed like he was going out to a play or something. I hadn't seen him in ages. He'd go in his house and wouldn't come out for weeks. When he did, he'd walk in a hurry, like he had somewhere to be."

Matt heard her take a breath.

"I don't mean to sound like I'm prying, what my neighbors are doing is their own business. But the Michael I knew was this relaxed guy who'd always wave and ask me how I was doing when I was out jogging. It wasn't much, but I used to see him every other day. Kinda cute in that goofy sort of way. But... but that night, the way he looked at me felt wrong. His eyes looked lighter than usual, almost like they were glowing. When he looked at me, his eyes were wild, frantic, like he was looking for something to help him and didn't know what. Excuse me for just a second..."

Under the increasingly brittle tone, her fear was so strong it seemed to be taking a great force of will for her not to scream or start laughing hysterically. He was quietly impressed.

There came the sound of cabinets banging and the scrape of glass-on-glass, and quick footsteps back to the counter. The sound of liquid poured into a glass, and a thick aroma of alcohol.

She sipped at it for a few seconds, took a quick gulp, and set it down gently.

Katie took another breath. A second, third, and was quiet.

He stretched his hand out across the counter. Understanding the intent, she put both hands in his own.

"What happened next Katie?" it was phrased less as a question, more a suggestion."

"Nothing."

"Nothing?"

"Nothing," she repeated. "He looked at me, then he turned away. I went inside, and nothing happened."

"I'm sorry, I must be sounding like an idiot. I get all worked up over nothing. At least, at least at first."

"Shhh, it's alright. Please continue."

Another drink poured, another sip taken.

"Like I said, Michael would stay in his house for a while. His window was broken, but he never did fix it. His lawn wasn't tended, the plants were wilting and weeds were choking up the front yard. Working in landscaping, you can see something about a person by how they take care of their homes. I looked in through the window a few times, the place looked dirty and the floor was covered with torn sheets of paper from some kind of journal. In hindsight, this was a stupid thing to do, b-but when he was asleep one night, I couldn't help myself. I went in quietly and took pictures of his writing. It scared me half to death, but I had to know what was going on. I was scared, but also worried about the guy, you know?"

Matt nodded without a sign of judgement.

If he had been in her shoes, he wasn't sure if he'd have done the same. But was done was done, and could prove helpful regardless.

"May I have a copy, Katie? It isn't the most sensible thing to do, but if you listened to what most consider sensible, I doubt you would've called me, if I'm being honest. A blind private investigator isn't the first thing you think of when you ask for outside help."

His intuition read her response as positive, albeit not without a tinge of uncertainty.

"I've heard of the things you've done, Mr... Matt. That you'll help anyone in need, no matter how strange. That you can see things no one else can. That when nobody else will, people around this part of town can ask you."

As humble as he tended to be, Matt couldn't deny the warm feeling in his gut when his efforts were mentioned. Not all of them were considered successes in his opinion, but the feeling of validation was a powerful one, no matter how many times he'd heard it.

"I suppose you could say that. Thank you. Now, may I have those pictures?"

He handed her a variant of his business card with his email address.

"Of course. I'm not proud of it, but other than that, I just left him alone and moved on. If I hadn't done it then, I don't think I could have. Not... not when the nightmares started."

"Nightmares?" he asked, encouraging her to keep going.

"I would be dreaming of anything, (didn't matter what) and suddenly see those piercing bright blue eyes creeping up on me. Everything else faded to black, then they would grow and grow until it felt like I would drown in them until it turned bloodred, I'd hear a scream, sometimes a snarl, and I'd wake up in a sweat. I hoped it was just my imagination, but went and asked my therapist. You know, better safe than sorry, right?"

She gave him a nervous little laugh that sounded hollow.

"She told me I might have trouble sleeping from the stress with my job, and yeah, it's hard to find work sometimes when people aren't buying many houses these days, but I know what I saw. She gave me anti-anxiety medication to help me sleep. It didn't help. Actually, it only got worse. I even slept with my dad's old gun on the nightstand. Every night, those eyes would get bigger and brighter, and when I woke up, the screaming was so loud it couldn't have been my imagination."

"Then a week ago, I woke up from another nightmare and found blood on my pillow. I turned on the light and there was this long cut down my arm that stopped just below my wrist. Right here... oh, let me show you."

She trailed his hand from her left shoulder down to her wrist, and there was indeed a bandage to match.

He placed a finger on the gauze, gently pressing despite her gasp to feel the cut run in a thin, but deep line that stopped a hair's width from puncturing the vein. The minute curve of the wound, coupled with its thinness matched the motion of someone tracing an imperfect line with the edge of a fingernail.

"Hey, stop that! It still burns like hell."

"I believe you, Ms Jensen. Did you call the authorities to report this?"

There was a feeling of surprise, followed by a short, bitter laugh.

"Have you seen the state of our police lately? They've been unreliable at best, and won't answer anyone's calls, when they're not all off duty anyway. Not after that robot thing trashed Times Square."

"What?! When did this happen?" Matt couldn't suppress the note of confusion from his voice.

"How long have you been gone, Mr Murdock?"

"Apparently, longer than I thought," he said, more to himself than to her.

"After that," she continued, "I decided to pack up and leave as soon as possible. I want to be as far away from whatever this is as I can. But you know what worries me most? The nightmares stopped."

* * *

"...I told Katie I'd call her tomorrow and help her get a place to stay and investigate. Foggy read me the journal that guy kept, and it worries me. He sounds less like a vampire and more like someone with a split personality crossed with anxiety. I don't know what I'll do, but someone did this to her, someone not entirely human. Vampire or not, she has my trust."

"Michael Morbius? Spider-Woman's not going to like this," Jean sighed.

"What does...what does...what does Spider..." Matt could barely speak over the yawning. The day's events were catching up with him, whether he liked it or not.

"Jean, I'm sorry, but I can't handle any more of this right now. This has been a long day, in more than one sense. I need to take a quick nap."

"Get some rest. I'll watch over you."

"If you see... if you see two..." Matt tried to speak, but the words slurred into inaudible mumbles.

"Shhh, I'll wake you in two hours. Promise."

"Okay," he nodded.

There was something that tugged at the edge of his memory, but his thoughts were too much of a blur to remember.

He folded the sleeve of his coat over his head, and lay on the grass.

Between the exhaustion and the effects from the drink, Daredevil fell asleep within moments.

Jean removed her own jacket and wrapped it over his chest as a make-shift blanket to keep him dry against the rain.

With his head resting on his arm, she noticed his usually stoic expression had softened.

"Get some rest Matt. God knows you need it."

She stifled a yawn of her own as the thought of Michael Morbius troubled her.

Gwen had told her of her encounter with the vampire. If her description was accurate, he would be strong and he would be fast. Hopefully nothing an electric pulse couldn't stop, but she had no illusions of taking him on by herself. Either with Matt, or Carter, if it came to that.

He'd been right though, it really was peaceful out here. Against the black of night, the stars shined all the brighter.

Now that D was back, Spider-Woman might be able to help. With a new Stacy, it would be like the old team was back together. She allowed a bemused smile at the notion for a moment.

Not that anyone but her would know. She never did like the facade of secret identities. Keeping secrets from your allies brought nothing but unneeded complications. It felt dishonest.

The gentle glow of starlight was now a dull blur. She rubbed at her sore eyes. She must have been nearly as tired as D, Jean could hardly see straight.

No luck it seemed. She blinked, her view unchanged.

She waved a hand, seeing the light brown of her skin clearly.

She chuckled to herself. It was as if the stars had vanished.

She stole a glance at Daredevil... and could not find him.

She stretched out a hand, feeling only a cold breeze.

The man who had only been a few feet away was gone.

With a shiver, she got to her feet. Around her, the ink-black darkness stretched in all directions. Looking down, her boots were visible, yet there was no sign of the grass she was standing on.

Jean felt her heart beginning to quicken. A stronger, colder shiver crawled down her back.

"Calm yourself, there is no need to fear..."

A voice called out to her, soft and clear.

"You cannot speak, your tongue is limp, your mouth is sealed shut."

Jean parted her lips to speak, yet her jaw would not cooperate. Her tongue felt thick and numb as though she'd returned from a dentist's appointment.

The voice sounded androgynous. A husky, low-pitched tone that might have belonged to either sex.

"Think clear thoughts, and we shall hear you, She-Wolf."

"Oh, don't you get started on that load of $*& % too!?"

"Perhaps not so clear. We comprehend your thought, rather well... if we have offended you in any way, please know that this was not our intent."

"Who are you? Show yourself!"

There came to her a shimmer of soft light. From that light a figure stepped forward.

It was tall, slender of build, a silhouette garbed in white with a languid grace to its features. The figure's skin had an olive hue that stood out starkly against its attire. In each sleeve rested a long, crescent-shaped dagger.

It regarded her calmly through a passive water-blue gaze.

"We are called Epsilon. We would prefer you address us as they, we find 'it' to be somewhat impolite. You have met one of our order in the past, we assumed you might extend a measure of courtesy. Chameleon, you have encountered the She-Wolf before, correct?"

A second shimmer disturbed the void. A blue-skinned, red-suited ninja appeared before her.

"Affirmative, Wise One. I remember the She-Wolf well. Greetings, Ms DeWolff," the shape-shifter bowed, their face passive as always."

"Thrilled to see you too. You two are working together? Then maybe one of you can tell me what's going on? Where am I?"

The one calling themself Epsilon nodded absentmindedly, as if confirming a subtle detail.

"Then the Seer has not told you of our purpose. A commendable effort, if we must admit."

"Start talking," Jean growled, brandishing her taser.

"First, we will answer the where, then the why. You are physically still in the resting place of the departed souls. Mentally however, you have entered a place of my design. A construct of thought projecting within your mind. It is an illusion, a trick of perception if you will. A gift of the Blessing."

Jean lowered her weapon with a trembling grip. If this rambling mystic were about to kill her, she doubted she could do much to defend herself.

"Do you weirdos ever make a lick of sense?"

A touch of what might have been amusement colored their voice when they spoke.

"We reveal the truth, for those that have the ears to listen She-Wolf."

"Guess not. And would you stop calling me that!"

"It is a fitting title. For there are many a lapdog who are content to follow a command with dulled teeth. Few among your profession keep a strength of purpose for long. The wolf guards her pack, prowling the snow for signs of savage beasts and the hunters of beasts. The rabbits and deer do not go unharmed, but it is of little concern when peace is maintained."

"I've heard enough!" she squeezed the trigger.

They raised a hand. Before the electric pulse could touch them, the taser stopped its trajectory. The probe moved in reverse, returning to her gun as though rewinding time with the ease of moving the hands of a watch.

"Your hand is numb. Your fingers tremble, you are beginning to tire. You are in my domain, but as a guest. Do not test the limits of our hospitality."

The gun fell to the ground.

"So none of this is really happening then?"

"From a certain point of view, correct," the Chameleon replied. "But the wise know that the physical world is but one part of the human experience. To deny this is foolish, yet equally so would be to deny that you are still lying on the soil of the Earth."

"I think I get it," she said. "Now tell me, who are you and what do you want?"

"We are the seekers of wisdom," intoned Epsilon.

"The bringers of change," continued Chameleon.

"One of many, and many of one."

"We sew the seeds of chaos, to reap the weeds of men."

"Bound by sacred oath, we are the emissaries of the Beast."

"We are the Hand."

Jean wore an expression of bemused confusion. She felt lost in more ways than one.

"Would you care to dumb it down for me? I'm not a very clever girl."

Epsilon sighed, a note of impatience audible in their tone.

"Alas, as much as we'd like to educate the wolf in our purpose, time is short. Chameleon, please dispose of the Leech's dangling thread."

"Yes, Wise One."

The ninja bowed to them both, before they seemed to fade from view. One moment they stood in solid form, the next they seemed to dissolve into the shadows, vanishing without a sound.

"This one has a moment to spare. We will answer what we are *able for a moment, if you so wish, She-Wolf."

"You called someone Bloodhound. If I'm a wolf, and the police are lapdogs, then are you talking about Stan?"

Their mouth curved into what might have been a faint grin. "Correct. Do not trust the Bloodhound. He is a useful ally, but his chain runs thick with rust, and strains against his neck."

"Carter's a harsh man, but he's turned his back on that life. I don't agree with his methods, but I need all the help I can get. Nevermind that, as a "guest", aren't I allowed to leave?"

"Indeed. You shall return to your place of repose. Let it be known that you have not been invited on a whim, the Hand does not extend itself lightly to outsiders. When you return, tell Seer that we have found the Beast, and the Hunter's Shadow. And as always, he is welcome to join us. Farewell, She-Wolf."

The form of Epsilon blurred at the edges of her vision. Their faded blue eyes locked on to her own, a cold gaze that froze her in place.

The silver-white cloth they wore seemed to swallow their form, blurring until it grew transparent as evening mist.

Epsilon disappeared into the darkness.

"Well, if the lock's been broken, it's just a matter of opening the door."

Jean closed her eyes, willing the shroud of illusion to part.

The void began to quiver, for lack of a better word. It shook and contracted and thinned. It lost the flat dark surface and splintered with specs of light.

She opened her eyes, greeted by the warm starlight.

The air smelled moist, the itch of grass stinging her arms as sensation returned to her body.

Matt was there, still slumped against his jacket and resting.

Jean felt her muscles relax, a tension she hadn't been aware of falling off her shoulders.

"Well, this is either going to sound silly or make perfect sense. Please be the first one," she muttered under her breath.

* * *

"D, get the ever-loving %^*& up!"

Matt rubbed at his eyes, his pulse hammering through his temples as he suddenly woke to the sound of a shout.

"Um, Jean... that you? The $*%&* do you want?"

He stretched, feeling his ankles crack.

Jean's aura was only calm on the surface, a sense of anticipation pushing against the restraint.

He stood up and brushed blades of grass from his clothes.

"They told me to tell you that they've found the Beast and the Hunter's Shadow. And you're welcome..."

"Oh God &%$*&! Great, that's just great! I sleep for..." he brushed a thumb over his brailled watch. "Fifteen minutes and the Hand's getting involved. Figures."

"Only a group that pretentious would call a blind man the Seer. Christ on bread, symbolism, we get it!"

He grimaced. "So you wake me up after less than half an hour and you've met the Hand. It was Epsilon, wasn't it?"

His intuition was unnecessary at this point.

"I'd ask how you knew that, but..."

"Tell me everything," Matt bluntly interrupted her.

"How are you involved with these creeps anyway?" Jean asked when her summary had finished.

"Me and the Hand, we go back a while. Ran into them when I was first getting into this crime fighting madness. Tried to blow up a hotel where a senator was staying. Me and an old partner disabled most of the explosives and passed off what was left as a kitchen fire. We thought it was just some random psycho with an explosive, but you know something is wrong when the security guard turns into a blue thing in a ninja outfit."

"Chameleon," she said simply. "I've ran into them before. They tried to frame Spider-Woman for a murder she hadn't committed. You've seen her, right?"

"Girl with the white costume and the hood? Jumps around buildings? Yeah, kinda hard not to. I thought she was just some kid beating up Allan's grunts. Some things must have changed if the Hand have had dealings with her. Christ, I'm still playing catchup. They don't attack anyone for the hell of it. They try not to make a fuss, get their kills done quick. They go after the semi-famous. Someone you might've heard of, but not so big it would make national headlines."

"But why? What's their goal in all this? They said they found the Beast and the Hunter, whatever that means."

"The Avatar of the Beast, and the Hunter's Shadow. They're always on about that, but for all their vague warnings of doom, the world's not changed much. I've dealt with the Hand enough times that I get the gist of it. The Beast is someone they look for who can change the world. Someone who pursues their own goals without fearing the law. A person that shifts the balance of power by their own existence. They cultivate anyone who they think will bring upheaval, and do whatever it takes to clear the path ahead for them."

"So, a bunch of pretentious anarchists, great. Are they all about finding man's salvation through freedom, and all that garbage. Just making excuses for being horrible people?"

"Not exactly. The Hand believes that order will triumph over chaos, and anarchy is a temporary state. But, when the system is corrupt or needs to be changed, they employ chaotic tactics to bring about a newer, better system. On paper it's not a terrible idea, our constitution says as much."

"Okay, so that's the Avatar of the Beast. What about this 'Hunter's Shadow'?"

"The Hunter is the shadow of the Beast. Their counterpart, who serves chaos without stability. A person that prioritizes the individual above the community. The Hand wishes to find both of these avatars and purge the Shadow. And then, they move on to the next."

"They move on, just like that?"

Matt spread his hands wide, gesturing toward the space around them.

"When the Beast is free, they let them do as they will. If one Beast may happen to fight another, then the strongest will be the better choice, and society improves. Wait, what did Epsilon tell Chameleon again?"

"They said, 'dispose of the Leech's dangling thread'," recited Jean.

"The Leech? That can only mean... Damn it, I need to leave!"

Daredevil hurried to put on his boots, brushing the grass from his suit and grabbing his cane.

"Wait, you can't go alone! If they told me to tell you, then that spells trap in big neon letters."

"Jean, they wouldn't have let you hear that if they didn't want me to know. They're expecting me. Please, don't follow me. I can't let someone else be a victim of their plans. Not... not after they got to her. Not again!"

Matt's tone was desperate. "Please, don't follow me. These things are almost impossible to kill, you can't reason with them or disarm them. That taser's only going to slow me down. I'm sorry..."

"O-okay, Matt. Just... don't run off again without telling me, alright?" She wrapped her arms around his chest, squeezing his taller frame as hard as she could.

Matt returned the embrace, lingering to feel her warmth for a moment before grabbing his cane and sprinting through the night.

* * *

For Chameleon, it was the simplest thing in the world to scale the neighborhood's gates. In the dead of night, they walked on the balls of their feet, making sure not to make any noise as they walked across the neglected Lon.

They looked around for a moment, watching for anyone who might be awake.

Satisfied, they crept through the broken window, paying little mind to the shards of glass.

The living room was dark. The lights were broken, as a quick flip of a switch confirmed. They stepped over the piles of torn paper scribbled with handwriting and scanned the area for their target.

Chameleon's vision had been enhanced thanks to the Blessing, yet it was still difficult to see in the confines of the dark house. They examined every shadow over a slow, deliberate pan across the room.

One lump by the large chair near the tick of a clock seemed to have twitched.

"I have returned, lost one."

Michael looked up at the form of Chameleon, his black eyes wide with terror.

The ninja reached out their hand. "Please, I would prefer to make this quick, for your sake and my own."

He shrank away from his touch.

They did not lash out at their victim. Instead, they looked down on him with eyes that held something more than pity.

"Please, face me as the man I know you are. You crave an end to your suffering, yes?

"Y-yes... please, help me..."

Michael Morbius reached out a hand, to which the Chameleon took, lifting the poor man to his feet.

Seeing him face-to-face, Michael recognized them. "You... you're that thing that tried to kill me as Spider-Woman. Have you come to finish the job?"

"Yes," they said simply. "My orders come from a different source, yet my objective remains. After that green abomination was disposed of," Chameleon all but spat in disgust. "You are the last living link to Emilia's work. There is another, but she has much to do before her time comes."

"Good. I don't think I can do it on my own," Michael said, seemingly only to have heard their first few words.

Gently, they took the knife from his hand.

They picked up the bottle of midazolam and handed him the remaining few pills.

"Take these, and all your pain will go away, lost one. I promise to end your life quickly, and with little pain if possible."

Michael took his medicine for the last time, swallowing them dry in one go.

"But why? You did not act so kindly in our previous encounter."

"If the Beast shall awaken before my passing, then all my work will have been worth the suffering I've caused. With the gift I was granted, I am not a mere shape-shifter only. In every form there is a glimpse of memory that whispers to me, connected between us by the bond of my emotions. Be they the dead or the living, their voices cannot go unheard."

Chameleon's passive expression was unchanged, but in their pale blue eyes there was a kind of sadness.

"But sometimes the phantom screams cannot be silenced so easily. Despite what others may think of me, the burden of taking a life never rests lightly. I remember every victim I must kill, binding me to them like chains, the greater my connection, the tighter they squeeze. When I assume their form, a fragment of their mind remains. Like so."

They concentrated for a moment, before assuming the form of Mendell Stromm.

Michael's eyes widened with guilt.

"Mr Stromm!? Please, sir, I...I couldn't have known what your research would have done. You were right, you were always right! I shouldn't have tried to duplicate your work. I didn't listen, I'm sorry!"

"Sleep, Michael. All is forgiven. You have paid the price, and now it is time to rest."

Stromm's voice was as he'd remembered, ragged with the rasp of old age, but soft and strong regardless.

"Th-thank you, sir..." Michael whispered, before he closed his eyes.

They held the knife to his throat.

It was then that they heard a loud crack and felt a sharp pain in the back of their knee.

"No! I won't let you!"

Chameleon turned around to see a young woman jump through the broken window.

In her hand she held a shotgun, pointed in Chameleon's direction. Her hand trembled, but remained steady on the trigger.

* * *

"Come on boy, not with your eyes, with your mind!"

Matt closed his eyes before the orange blur hit him bluntly in the face.

The blow was softer than the last few instances, but it made Matt wince all the same.

"Damn. I'm sorry Matt, but you've got to keep your focus. If you look up, the ball will..."

"I know!" he said in some exasperation, rubbing at the bruise on his forehead.

He felt Stick's hand on his shoulder for a moment.

"Alright, get back in! That's enough!" one of the guards shouted from the recreation center.

Matt felt a sensation from Stick, though it was still hard to tell what. It was like touching a cool glass of water from a distance, his senses feeling things that weren't physically capable of. It made him shiver.

He opened his eyes briefly, blinking against the sun to see a guard escorting Stick back to the reception room, his orange prison suit burning his eyes from the intensity.

He ran ahead to catch up.

"Sorry Matt, didn't mean to hit you. But you need to use your senses more often." His voice was clear if somewhat muffled through the glass that separated them.

"I'm trying. It's not easy. I think something's going to hit me, so I open my eyes to see what it is. Old habits I guess. I've been making progress though."

"Good, let's here it," Matt could picture the grin the old man must have been sporting.

"I can get around my foster home now. I remember where all the walls are, and I'm getting used to this cane." He tapped it against the tiled floor for emphasis.

"And... um, well it's kind of uncomfortable..."

"You sound nervous, kid."

"That your powers at work?"

"Nah, I can hear it in your voice. Don't need extra senses if the basics will do."

He nodded, conceding his point.

"Well, I also get around by feeling the uh, feelings of the other kids. It's like I'm touching a dozen different things at once with separate temperatures. Most of them don't like me. They aren't mean, but so awkward they don't know what to say, which isn't much better."

"I can understand that. Knowing what those around you are feeling, especially those you care about is hard. But that's why you have to be honest with them."

"But you don't have to use this all the time like I do. You can turn it off. I can't! I don't like using people as just another object to know where to go."

"If it wasn't for me, you wouldn't have to go through all this. Matt, I'm sorry for taking your dad away from you. I was a different man, I would stay here a hundred times over if I could make this right."

Matt sighed, equal parts frustration and anger.

"I know. I wish I could talk to you more, but they only let me visit once a week, and even then I'm lucky they'll let a minor in."

"Keep practicing and you'll get it. You have a few months left to see, learn to adapt to your natural gift. Remember, this would've happened one way or another, your condition's just a convenient trigger."

"Oh, so that's what it is? Convenient! Just like how it was convenient that you killed my dad because he wouldn't pay your Don's money! Is it convenient to see me too? Pass the time, let off some of the guilt?"

He felt the strongest response from Stick than he'd ever had. A wash of surprise, sadness, anger, and a bitter kind of acceptance.

"No, I didn't mean... I..."

That's enough! Mr Murdock, I think it's time you go. Back in your cell, Number Forty-One!"

Matt let the guard grab his arm and lead him off. He opened his eyes, trying to see his only companion that understood him. To show him his regret.

The gray walls and white lights burned his eyes too harshly to see him.

The guard's shield of apathy couldn't block the pang of sadness. He'd watched over them the last few visits and seemed to have let a few things slide.

A man that was doing his job, but still seemed to care in spite of it all.

Matt was surprised by the moment of connection, but it wasn't enough to quell his own feelings.

He walked to the subway, head down as he traced a path with the tip of his cane.

* * *

A thin whistling through the air was all the warning Katie had to prepare for the shuriken that struck her in the thigh.

The puncture was shallow under the restriction of their injury, but it was more than enough to stagger Katie's stance.

She leaned against her good leg as she tried to get to her feet. Before she could, another projectile jabbed into her arm, loosening her grip on her gun

She fell on her side, dropping the gun as she hit the floor a second time.

"Begone with you, lamb!" the ninja shrieked as they themselves tried to stand. There was a dull red shimmer that brightened the room for a moment, and the Chameleon was back on their feet.

As if to demonstrate the speed of their rapid healing, they kicked the gun away in one fluid motion.

She gasped through a jolt of pain. To her surprise, there was no blood spilled through the impacts though the force felt like it could break bones. The throwing weapon's edges had been dulled.

They held two more balanced in each hand.

Daredevil heard the scream before he smelled the gunpowder.

He didn't need any guide to find her, the cold aura of Chameleon stood out like a needle in a hay stack.

Throwing caution to the wind, he rammed into the back door, slid his cane through the slide, and shoved, collapsing the wall of glass to the floor.

He leapt over the pile of broken glass, pulling out the handle as he ran toward the ninja.

Dressed as he was in his tight jacket, long pants, and boots in dark red, it might have provided decent camouflage in the darkness. The gold outlines of his eyes over the red mask that half-concealed his face to leave his jaw exposed, however, made the flashes of color impossible to miss. Subtlety was a bottom-list priority.

Chameleon turned to face his adversary with a quirk of their lips.

"Seer, I wondered when you might arrive. A moment later would have been ideal, however."

Daredevil lunged at the ninja, aiming the bottom half of his cane under their feet and slashing with the blade that was no longer concealed.

"Cut the crap, Chameleon. Epsilon knew I would come, Jean wouldn't have been given the message if they hadn't."

They side-stepped Daredevil's cane and blocked the slash with a jab to his arm, numbing his fingers just before the blade connected.

"Truly we did not. Or, I was not informed, Seer. Please, one moment."

They threw their shuriken at Katie, who was still racked with pain. The two pinned her shoulders to the floor, not puncturing the skin but leaving her in too much pain to move.

"I've come to protect my client. Do not interfere," he said through gritted teeth.

"In that case, I will leave this lamb unharmed as a sign of solidarity. But I have been given orders to end this pitiful creature's life, and I intend not to fail a second time."

Daredevil snaked a leg around their ankle and twisted. The motion made them lose a moment of balance.

"This man is a victim of Oscorp's twisted experiments. He doesn't deserve this!"

Matt dug his knee into their stomach, knocking the air from their lungs.

"I know... I was responsible..."

He doubled down on his efforts, punching them in the stomach until they fell to the floor. While the advantage was still his, he stomped on their hands, hearing some of their bones pop with the impacts.

As he'd expected however, the sensation of something warm and relaxing pooled across their aura, channeling a strength to their limbs that let Chameleon grab Matt by the shoulders and threw him bodily across the room.

The back of his head bluntly struck a table corner that sent a spike of pain through his skull. He pushed himself to a sitting position with his shoulders. He felt disoriented and dizzy, having trouble getting to his feet and flinching at the ringing in his ears when he did.

He rubbed at his head, feeling the thick texture of blood on his fingers.

"I... I won't..." Michael half moaned, half wept as the noise finally made him stir from his deep sleep.

"You have shed blood, you fool! If he is not dealt with, your scent will rouse the demon within. He cannot be saved, Seer. It will be a kindness to set him free. Leave him to me, you may take your charge, and I will bare no ill will."

His intuition gave him pause. Katie's presence had a sudden resolve. There was something of a plan forming in her mind, and he had a disquieting notion that he knew what it was.

Even so, she was his client, and he'd promised to keep her safe. And as far as he could tell, it was the best chance she had.

"I can't let you take another life, Chameleon!"

With his already tired body failing him, he grabbed an oak chair and flung it towards his opponent.

"Fight me all you wish, but you know you cannot kill me this night." It was dodged easily.

In their moment of hesitation, a second shot was fired from behind them. The impact struck the Chameleon in their side, staggering their balance toward the broken window.

He readied himself for a final push, and charged at them with his sword cane.

She clutched at the trigger a third time, but the dull click made it clear her clip was spent. In hindsight, it was a streak of luck that she'd kept any bullets in a gun that hadn't been fired in more than a few years.

She discarded the now useless firearm.

Katie crawled to Michael's side, ignoring the sound of broken glass and the sounds of struggle along with her own growing numbness.

He was back to huddling in a corner, whimpering.

"Michael, do you remember me?" her voice was gentle, soft.

He looked at her with black eyes ringed with a sickly blue.

"I do... I hurt you, violated you..."

"But you didn't kill me. I've read your journals, Michael. You fight this every day. You've locked yourself away, struggled, starved yourself, drugged yourself until it can't escape."

"Katie, I'm so tired..."

She reached out a hand to tentatively stroke his cheek, exposing her bandaged arm.

"But you can't ignore it. I don't know exactly what Oscorp did, but this is who you are. It's a part of you now. And we need that part of you to help me and Matt to beat this...thing."

"But I..."

She removed the bandage, exposing a pinkish scar.

She picked up Chameleon's discarded knife, and traced a cut down her arm.

"Shhh, you haven't killed anyone yet. I'm scared, more than you can imagine, but I trust you."

"Yes?"

"Yes."

"Okay..." He took a breath, held it, and began to drink.

At once, the aura of Michael Morbius that was fragile and dim now felt cold and dense. It gained substance, strength, an energy that burned like Arctic frost.

The Hands' auras were cool and still as the surface of a nighttime lake, this was a vicious, raging blizzard.

Morbius let loose a snarl that stopped Daredevil's attempts to fend off Chameleon.

They looked at a pair of scarlet eyes, illuminating pearl-white flesh and long, shoulder-length blue hair.

"You! You imposter! You conniving, sickening, horrific abomination of God! You have schemed to ruin the life of an innocent man, and for that there can be no redemption. For what you have done to Michael Morbius, we will tear you apart!"

With lightning-fast speed, the vampire pounced upon its prey, digging its claws and fangs into their flesh.

The ninja struck out with strikes to his hands, but they would only pause the vampire for a moment before they regained movement.

"Have I not suffered enough because of your actions? Will you prolong my misery, Michael?"

"Do not hide under the mask of a good man. You coward!" the vampire growled.

Morbius bit off their left wrist, grinding the flesh and bone under its teeth. A sluggish, thick clump of blood leaked from their stump, but pooled back into its skin.

Matt and Katie looked away as the thin screams of the ninja were drowned out by the sounds of muscle ripping from flesh and the crunch of bones.

But it was short-lived.

Morbius had drank only a small amount of blood compared to what the human body could fully provide, but when he looked back at Katie, she was pale and weak.

Her limbs were shaking, the split scar was still leaking blood, and she seemed on the verge of losing consciousness.

He thought of feeding on Daredevil, but he looked to be doing all he could just to remain standing.

Seeing their conditions, he spat out a lump of flesh, and felt his body returning to normal.

The form of Chameleon twitched and shivered, having lost their hands and ragged chunks of muscle in multiple places.

And yet, the Blessing surrounded their form with pale pink energy, as Daredevil knew it would.

"They will recover," Matt said calmly. "It will take time, and this will cost years of their lifespan, but they will recover."

"Michael's eyes flared blue around his pupils for a moment, but it wasn't long to last. Like the others, Michael seemed to have been drained by the experience.

"Um, Matt is it? I think they're trying to tell you something," Michael said.

Daredevil knelt in front of the agent of the Hand, knowing that for the moment they couldn't harm him.

He listened closely while they croaked out their words in a harsh whisper.

"We have found the Beast and Shadow, Seer. The time of change has come."

He walked back to the house, quietly troubled. The others followed.

"So, what now?" asked Katie quietly.

Matt glanced at her, then to Morbius.

"You have opened your eyes to the new mind that awaits you," he said, recalling what his mentor had once said to him more than twenty years ago.

"Now that you have met both sides of yourself, the human and the extraordinary must learn to be partners. To practice your abilities, accept them, and grow as someone new."

"I don't think I can stay here," whispered Michael. "As much as I don't want to say it, this city is too dangerous for me. There's too many people to feed on, and now that I've lost my job, I don't have anywhere to go."

"I can help you," his neighbor said. "Didn't you write in your journal that your village in Romania has legends about vampires? Oh, I'm sorry. I didn't know what to do..."

Michael merely shrugged, silently conveying "What's done is done."

"Yes, but before I dismissed them as just superstition. I thought my family were normal people. I've never seen anyone like me. But, there are many legends and stories about my ancestors with spirits that haunted them. Maybe, if I return home I can find old manuscripts on the subject, and maybe the old village tales have something to them. But I have no food, no money to get there?"

"That's my cue," Matt said with a tired smile, holding out a handful of fifty-dollar bills.

"Foggy's going to tear me a new one for this, but here. That's bound to get you on a ticket to fly there. Wish I had a schedule, but that'll get you on your way."

"Thank you so much!" he said, giving Matt a kiss on the cheek, harkening back to his routes.

"And I'll get you that ticket and drive you to an airport as soon as I can. After this, I need to move somewhere on the other side of the city. Hopefully, somewhere that Chameleon thing won't find me."

"Make it quick, you don't want to be here when they reform in in a few hours," Daredevil said in his typically more serious manner.

He hugged his clients both (gently in Katie's case) and headed for the back door before remembering he'd broken it.

"Oh, and if you need my help, gimme a call. Just, not tonight. I need some fucking sleep."

 **The End.**

 **Or is it?**

 **We'll now return you to your regularly-scheduled spidery adventures.**

 **We always wanted to give Daredevil a chapter to give a different perspective to the events going on.**

 **But we grew to like his character pretty well and there's some events we feel Gwen shouldn't be a part of just yet.**

 **So think of this as a pilot to a spinoff starring Matt, Jean, and Carter as they deal with problems of their own during this arc. Reading Daredevil's chapters won't be necessary to enjoy the main story, but there's some world building and extra material for anyone that wants to read it.**

 **With L-O-V-E,**

 **Scapolite**


	15. Superior Force

**Disclaimer: We are pretty sure we aren't Marvel by now.**

 **#15:Superior Force**

For Mary Jane, the summer morning began like many others as of late; backstage at the Donovan Theater, knee-deep in fabric and stitching materials. She herself wore the same black dress, knee-highs, and long gloves she'd once attended at Oscorp Tower, now with the addition of a black rose accessory on her long red hair.

Whenever she felt too tired to hold a needle, she reminded herself of her new station, then of her own love for the craft, always wondering why her thoughts began with the practical. Preoccupied with her own thoughts, she had just finished a third dress when Roderick Kingsley walked by carrying a stack of papers in hand. Dressed in his orange three-piece suit, tailored to almost fit his proportions just the way he liked it, MJ's presence almost went unnoticed.

"Oh hello there, my illustrious apprentice," Kingsley waved at her.

"Hello, sir," she waved back. "May I ask, what are we making these for?"

"Oscorp had a change in leadership," Kingsley put the stack on a nearby table. "And with that, there's going to be countless 'bleeding heart' projects; all the, well, cutesy charities. To fulfill the new 'Oscorp with a human face' agenda, you see."

"And that's a..." MJ stuttered. "Good thing, right?"

"Certainly!" Kingsley beamed as he raised a finger. "As long as one doesn't... you know, overspend. Unlike what Peter Singer thought, if you grow poor helping people you can't exactly keep helping, now can you?"

"I didn't realize you had a knack for helping people, sir," MJ glanced at the papers, noticing the title on the first of them; "The Norman Osborn Foundation".

"I am gravely wounded by your mischaracterisation, miss Watson," Kingsley teased. "Look how you turned out."

Kingsley pointed at the dress MJ finished making. The striking shade of scarlet, complimented with black collar and sleeves made the various gem accessories stand out even against the skirt, which was shaped like a rose flower.

"Someone is going to be happier in this," Mary Jane gazed at her own creation. "It could help them realize just who they can be."

"That is an interesting way of looking at it," Kingsley crossed his arms. "Can't say I've ever heard of something like that."

"I believe clothes really do define a person, just not in the way most people think," MJ stroked the sleeve.

"When you put on a certain image, it reflects on how people perceive you. When done right, it can compliment your personality, help others understand you more, and show them who you are."

"People can't always control how others perceive them," Kingsley shrugged. "Otherwise PR agencies wouldn't exist. Sometimes all it takes is one well-placed piece of slander to ruin you for generations to come."

"That's the sad truth..." MJ sighed. "But isn't it good to have control when you can?"

"Yes, yes it is," Kingsley put his hands in his pockets. "Most people I work with merely see fashion as a money maker, even though they have more money than they know what to do with. But not you. Once more I find myself impressed by you, Mary Jane Watson."

"Thank you," Mary Jane smiled. "I've come to this conclusion from... experience."

* * *

Swinging around under the clear sun, Spider-Woman enjoyed the massage of dubstep blasting through her earbuds. She felt the summer wind hitting her skin through her costume, and enjoyed every second of being back in familiar white, pink, and black superhero spandex with a touch of light blue.

"Finally!" she swung on an overpriced real estate agency billboard. "Man, I missed these treads so much!"

Fully immersed in the sensation, Gwen swung along, not noticing people hastily closing windows seeing her go by, nor the traffic seeming a touch slow as drivers hesitated for a moment at her appearance. She even ignored Jameson's usual slandering of her through the screens, however his later words caught her attention.

"And this is exactly why menaces like Spider-Woman and the Green Goblin should be put in jail!" Jameson shouted. "The more we tolerate these masked lunatics, the more of them will show up! We must take a stand! Tune in to Daily Bugle tonight to hear all about it!"

"Green Goblin?" she landed on a nearby window, scaring the couple kissing on the other side. "Why is he suddenly the cause of Jonah's perpetually twisted panties?"

 _Anything to get him off our back._

"It's been more than a month," Gwen resumed swinging. "If the Goblin were to show up, he already would have. Maybe he really did sink in that lake."

 _Possible, but not certain. You should always be on your guard._

"it's hard to be on my guard when everything is running *&^%less from me," she swung past a couple buildings, approaching the Technodrone. Right in front of the entrance, she found five trenchcoated men sharing smokes.

"You think it's true?" one of them said.

"We weren't called for a month now, I don't wanna be right, but..." another replied. "It might."

"That's a load of bull," a third man lit a cigar. "The Don ain't dead."

"Well, what if he is?" the first man retorted. "What do we do then?"

"Hey fellas," Spider-Woman landed on the pavement. "Up to the usual racket business, huh?"

"*&^%! Spider-Woman!" one of them yelled, before they ran from her in haste.

"Huh?" Gwen stood too bewildered to give chase to the fleeing coats. "Again? Come on, guys."

 _The Don is dead. Their head is essentially cut off._

"Yeah, but shouldn't another have risen up to fill the ranks by now?" Gwen prepared to fire a web away. "This is how crime syndicates work. Surely someone would want to be the city's baddest villain."

"Oh my God, the real Spider-Woman!" Gwen heard a youthful voice. It came from a kid, no more than sixteen years old, walking out of the Technodrone. Gwen would have jumped away, if not for the kid's attire; a frighteningly accurate version of the long-discarded Venom, with addition of shoulder spikes, sharp forehead horns, and a long torn-up black cape dragging on the ground. In their hands, the kid held a clearly age-inappropriate drink.

"What in the world are you dressed as?!" Gwen shouted in indignation.

"You!" the kid happily exclaimed. "I made it myself! Do you like it?"

"*&^% no!" Gwen shouted. "I don't have horns! I don't wear spikes! And this cape is too long!"

"But it makes you look so menacing!" the kid's happy demeanor stood defiant against Gwen's criticism. "It sends a message of general terror to your enemies, especially your arch-nemesis Jameson!"

"Jameson is not my arch-nemesis, not even close!" Gwen was about to tear her own hood. "Where are you even getting this ridiculous stuff about me?!"

"The internet of course!" the kid was smiling innocuously underneath her mask.

"I've read all about you!" she chirped, holding up her tablet.

"How you got your powers from Anansi, the God of all spiders, to use them for good, but you decided that was stupid and I agree, so then..."

"Spider-Woman?" the kid took her eyes off the tablet, only to see Spider-Woman gone.

"Let me just say, I was not expecting that," Gwen sat on a rooftop, as far away from her admirer as a few good swings would take her.

"Is this crap really getting written about me out there?"

 _Why does it matter?_

"I mean, it shouldn't bother me, should it?" Gwen walked on the edge of the roof. "Who doesn't have bull*&^% out there about them? There are people out there thinking Captain America is a... what they called it? A Skrull? What even is that?"

 _And yet, it bothers you. Why?_

"I... don't know, actually," Gwen sat down. "I guess it's just one kid, so I sho..."

Gwen froze in place upon witnessing a billboard above the rooftop. It depicted her, in the black costume rendered with perfect attention to detail, as if she really was there. She was standing tall against a dark blue sky and an image of the moon, shattered to pieces at halfpoint. In her hand, the image of Spider-Woman held a can of...

"Riot energy drink..." Gwen read the caption. "All the bad guys drink it..."

Moments later, a series of web lines hit the billboard. Gwen, keeping a tight hold on them, pulled the lines back.

"I'm doing this wall a favor!" she kept pulling.

 _That's vandalism and destruction of property! You can't do it over a tasteless drink!_

"It tastes like radioactive spider milk!" Gwen hadn't ceased pulling. "I can't have my name advertise something like that!"

 _Can't you see you're overreacting? You said you didn't care about your reputation!_

"I don't," Gwen let go of the webs, after almost tearing the board off. "In theory, anyway. What if they see me as a bad guy, right? It's what I do that matters, right?"

 _There you go. Now just calm down, take a deep breath, and call Peter._

* * *

Peter Parker spent his day on the internet lazing about barefoot in a shirt and boxers, preoccupied with a particular set of articles.

Astronomy was a fascinating subject.

He found particular interest in those written in John Jameson's personal blog. Scrolling up to the top of the most recent page, he began the day's read.

 _When I take a closer look at the capabilities of the armor created by Tony Stark, it fills me with countless possibilities. How many lives could such technology have improved? Official statements say Tony Stark used it on himself to stop shrapnel from reaching his body, can you imagine how much of an advancement in medical technology he could have heralded? With all that wealth, surely it wouldn't cost much to donate some of his work to medical research?_

 _But, since this is the Colonel Jameson blog, we're going to talk about how much it could help for manned space travel. While a contemporary space suit demands strict, slow, controlled movements, the Iron Man armor would allow a much more fluid range of motion, and even supplement user limitations, such as disabled limbs. Not to mention, the durability of the Stark Tech armor plating combined with a compact yet voluminous oxygen supply system, as seen in the following examples..._

Peter kept reading page after page of technical information and photographs depicting various Iron Man armors used for comparisons with space suits and ships, until the paragraph at the very end.

 _All of this leaves a feeling of... sadness in me. Why can't such incredible technology be used for the betterment of humanity? How many people would have been able to see the stars, if they just were granted a chance? Heroes should fight for the betterment of everyone, shouldn't they?_

 _But what do disabled people like me get? A few hundred dollars from Uncle Sam and shallow pity. Am I selfish, because I speak from experience? Am I selfish for wanting this? For wanting more?_

 _Am I?_

 _I do not know._

Peter rushed to the comment section at the end. Without reading the prior comments of anyone else, he typed a response of his own.

 _Ricochet: I agree so much. We really should be grateful the Avengers are keeping large scale threats at bay, but sometimes I wish some of their efforts could be directed back where they belong; on Earth. Sure, we've got heroes like Spider-Woman, but they can only do so much, you know?_

 _Bluebird - Ricochet: Hey, dude, what are you smoking? Spider-Woman is a supervillain. She killed a scientist, kidnapped a doctor, and she's got those creepy tentacles... ew... what are you, a fanboy?_

 _Tracer - Bluebird: Yeah, she's a supervillain alright. The coolest supervillain ever! I mean, have you seen that slick black costume? It looks kick* &^! It's like she's an alien from another dimension wanting to eat all our brains!_

 _Bluebird - Tracer: She kills people, you idiot!_

 _Ricochet - Bluebird: Actually, she hasn't killed anyone._

 _Tracer - Bluebird: All supervillains kill people. That's the point._

 _Overdrive - Bluebird: Rumors are she killed Silvermane. That * &^% deserved it for thrashing the city. Plus she's hot._

 _JB - Overdrive: Word. Because of that debacle, my car stereo got stolen._

 _Bluebird: You're all terrible people, you know that?_

Before the argument really went out of hand, Peter closed the tab in favor of a more relaxing activity. Before he could immerse himself in comical feline videos, he was interrupted by a knock on the... window?

"Huh? Who is it?" he opened it. "Please don't let it be girl scouts again..."

"Don't worry, it's just me," Gwen jumped in through the window.

"Ah! Gwen, sorry, wasn't expecting you..." Peter looked away. "I'm a bit underdressed."

"Overdressed, I say," Gwen licked her lips. "I'm just here for a dose of normal. I've found out way too much about what people think of me today."

"Like what?" Peter closed it from behind her.

"Everyone thinks I'm the bad guy," Gwen pulled her mask off and threw it on the bed. "And they like it."

"You know about that?" Peter sat down at his computer.

"Yes!" she crashed on the bed. "And it's always the *&^% black costume! I wore that thing for just a few days, yet it's all the rage somehow. What is it about that creepy parasite that's so *&^% attractive?!"

"I guess the... creepy part?" Peter nervously said. "Some people have a thing for that. I get how you feel. It's everywhere. There are even fan-made visual novels."

"There are... what?" Gwen sprung from the bed. "Repeat that please."

"Fan-made visual novels?" Peter repeated in some confusion. "They're not that hard to make."

In a flash, Gwen leapt from the bed to his computer.

"Show me," she demanded.

"Okay, if you wish," Peter clicked on a shortcut entitled 'Avengers: Deep Dark Web'.

 _This is not gonna go well..._

* * *

The title screen looked innocuous enough, depicting all the Avengers standing below a towering net of black webbing, engulfed in fluidly animated smoke. The screeching mechanical laughter erupting after Peter pressed "New Game" didn't bother Gwen either; she expected much worse.

The novel opened up with the shot of the Avengers Tower, against a clean, cloudless blue sky. At first, the realistic colors and shading made Gwen appreciate the art, before realizing it was actually a picture touched up in Photoshop. A stylized blue-on-white dialogue box displayed text underneath, stating:

"This is year 20XX."

"Humanity enjoyed what they thought was an era of truly lasting peace."

"Little did they know,it was all about to change..."

 _They can't even come up with a specific year?_

The sky around the tower darkened with the swap of the picture, changing into a shot of Iron Man firing blue beams out of his hands at a wall lined with black spots, the sound effects seeming as if they were borrowed from a washing machine. After a few clicks, the wall lost its black spots and his hands ceased firing.

"There seems to be an unusual concentration of arachnids in this facility!" the red text on an orange dialogue box displayed. "We should do something about them!"

 _Those were meant to be spiders?_

"These are no ordinary spiders!" proclaimed the text, confirming her suspicion.

A silhouette of Thor appeared in the hallway, his text presented in white-on-gray. "A force of unbelievable evil must be controlling them!"

"Who could this be?" the focus returned to Iron Man.

"Little old me, of course!" the dialogue box became black-on-white with a blue outline, displayed in a jagged font. A massive spider appeared in the hallway with Gwen's likeness riding on top, her costume drawn with the same black color as the spider.

The screen changed into a close-up of Spider-Woman's torn up hood, her white eyes, depicted with shining red pupils, and the mask's open mouth, white and featureless.

"Again, that's not how I... I don't even ride spiders! Who made this *&^%?!"

"Spider-Woman!" in-game Iron Man said. "Your evil plan stops now!"

"What evil plan?" the 'Spider-Woman' shrugged her shoulders. "I merely want to spread chaos and mayhem! You fools with your foolish rules think you can control everything, you fools! But that's just unrealistic!"

"You fiend!" the picture changed to Iron Man. "This status quo is perfectly capable of long-term sustainability!"

"I concur!" Thor appeared on the screen. "Destructive change does not lead to improvement!"

"So does that mean all change is wrong?" the 'Spider-Woman' raised her arm.

"As a member of an upper class heavily invested in the current system I am inclined to say yes!" Iron Man fired blue beams at her.

"And I am royalty, which means I actually disagree with his post-aristocratic system too..." Thor stopped in hesitation.

"So, this is someone's college project or what?" the real Gwen whispered to Peter.

"Believe it or not, though it is fan-made, it got officially greenlit," Peter whispered back.

 _If I were a fan, I'd be insulted._

Back to the game, the screen showed Tony firing the beams at the spider, and Thor jumping at Spider-Woman with his hammer drawn out. Instead of dodging the attack or responding with a counter move, Spider-Woman merely stopped with her finger raised in Thor's direction.

"Join me, Prince of Asgard!" she shouted. "Don't you feel resentment from being ordered around by a commoner like him? That arrogant nouveau riche fool who thinks he can define your life! He holds no power over you! But in my new world, you shall stand above him!"

"Here comes some actual gameplay," said Peter as the dialogue box presented several choices for Iron Man's response.

 _Imagine if I could do that... make an opponent join me just like that. Who does the creator of this think Thor is?_

The choices were "We are allies! You can't just abandon the Avengers like that!", "You cannot trust her and her offerings!", and "This makes no sense! Midgardian systems of democratic government do not invalidate your Asgardian royal status!". Peter picked the last one.

"That is true..." Thor backed away, hesitant.

"Don't you see?" 'Spider-Woman' addressed Thor. "He doesn't give you anything he claims he does! You're just a pet god to him! He has no intention of fulfilling his promises!"

"Don't listen to her!" Iron Man screamed. "I swear I'll make your hammer bigger so you wouldn't have to listen to those jokes anymore!"

"No, he won't," 'Spider-Woman' smirked under the mask. "He thinks it's funny."

"You think Mjolnir is a joke?!" Thor, pumped full of lightning, obliterated Iron Man with a single strike. The screen went black, with only the red text displaying "BAD END" as salt on the wound.

 _What... what did I just watch?_

"Isn't it funny how fans misunderstand the people they write?" Peter closed the game.

"Can I sue whoever made that?" Gwen sat on her knees and rested her head on the keyboard.

"Not without giving your secret identity away," Peter turned off the computer, before Gwen's keyboard did something it might regret. "Doesn't seem to help Tony Stark, though."

"Yeah, but nobody casts him as a villain," Gwen mumbled.

"You'd be surprised," Peter shrugged. "I think I might put up a video review of this."

"Sure, go ahead," Gwen pulled her head up from the keyboard. "Make sure to say they don't get me at all. And curse. It's not an internet review unless you curse, like, ten times. Especially when it comes to video games."

"What kind of reviews have you been watching?" Peter scratched the back of his head. "But ok, I'll do my best..."

"I'll be going now," Gwen webbed her mask back on.

* * *

The next few hours on Gwen's schedule were spent swinging around the city, trying not to look at billboards. Her phone ran out of downloaded dubstep, so to not ruin her data plan, Gwen tuned to the closest radio station, which turned out to be the Daily Bugle.

"We're here to host the Bugle talk show!" Betty spoke on the radio. "Today's guest is Anastasia Hardy, the CEO of Hardy Hotel and Hardy Security! And today's topic is..."

 _Not me, not me, anything but me!_

"Supervillains," Betty said.

 _Okay, as long as it doesn't mention me, we're good._

"Recently, despite all the dangers that face our city, we have seen a massive surge in tourism. As the owner of one of our city's best hotel chains, Mrs. Hardy, what are your thoughts?"

"I believe it is only natural," Anastasia replied. "Tourists are responsive people. They feel the excitement in the air, and want to become a part of it, no matter how dangerous it can be. In fact for many, that's part of the excitement."

"And it's been dangerous?" Betty asked in a chipper tone.

"Of course," Anastasia said calmly. "So-called supervillains, which is really just a fancy name for slightly stronger ordinary criminals, have become an attraction of the city. But, such attraction can end up fatal. Seeing what really happened to the late Allan Silvermane, we all have to watch our backs."

"It's a scary thought, I must admit," Betty toned down the smile in her voice. "Even the richest and most powerful people are not immune to the danger these supervillains possess."

"It truly is... and because of that, the emerging fascination around them worries me so much more," Anastasia sighed. "It can lead to... unfortunate situations, such as the recent surge in thievery."

"The surge of thievery?" Betty asked. "Is it something your security firm faces?"

"Actually no, our security firm is more than capable of handling this. But others, like Roxxon, not so much."

"Thievery surge, huh?" Gwen wondered aloud. "With the Don dead, there's bound to be people who thought anarchy reigns in town."

That might be worth looking into.

"Do you believe people who are attracted to these 'supervillains' might try emulating them?" Betty asked.

"Of course," Anastasia said with confidence. "If you have an idol, it is only natural to emulate them. For some, it is a harmless fad of dumping weird technicolor dye on your head like Sabuki does. For others it's... not as clean."

"Do you believe this is a dangerous occurrence?"

"Absolutely. From Caribbean pirates, to Sicilian mafia, humanity has always found glamour in a common scoundrel. Imagine if back then, a pirate could grow tentacles or a Mafioso could set people on fire. How much more would they be worshipped? It's terrifying."

"What do you think of Spider..." at the instance of her mention, Gwen turned off the radio. In the final few swings to her house, she much preferred the silence. Upon arriving home, Gwen lightly tossed her phone on the bed, then landed on the sheets herself.

"Rough day?" MJ said from her chair. "You haven't had those in a while. What happened? Some annoying supervillain?"

"Yes," Gwen groaned. "Me."

"I beg your pardon?" MJ raised an eyebrow.

"Everyone thinks I'm evil," Gwen took her mask off. "And they like it."

"The first part is nothing new, but..." MJ paused. "How can they like it?"

"They just... do," Gwen waved her arms about. "People cosplay as me, put on billboards, even make crappy video games..."

"I wouldn't mind," MJ muttered.

Gwen didn't hear. She sunk into her bed, pondering the implications of her new-found status. She remained frustrated, until she was suddenly struck with a singular revelation.

"That means..." Gwen sprung up from the bed. "I'm a celebrity now!"

Mary Jane raised her index finger, only to lower it again and look away.

"I don't know what to do with this!" Gwen fell right back on the bed.

"You just need some rest," MJ got up from her chair. "Without internet access. Play some games, watch something. Take your mind off things."

"Without internet?" Gwen growled. "That's like existing without electricity. Jelly without peanutbutter. Spider without Woman. One cannot exist without the other!"

"Then do something else. Pirate a racy cartoon from somewhere. I don't have time for this."

* * *

Heeding MJ's advice, Gwen reached out for her laptop. On a search for adult material with less than lethal file size for her data plan, she found a search tag of "Spider-Woman".

Her eyes widened like they never had before. Internally, she had known the day would come. The day the infamy she had acquired would begin to bear fruit. She knew; there could only be one reason for such a tag to exist.

"There's... porn... of me?" she whispered, suspending her breath.

She searched the tag, her fingers shaking with a mix of terror and morbid anticipation, images of Spider-Woman unveiling before her eyes one after the other.

Front end, back end, anatomical features she was pretty sure she never had were all drawn with professional attention to every little detail. On most of the pictures, Gwen had just barely recognized her own black costume, due to so little of it being drawn at all. Some people even dared depicting what her face could have looked like; much to Gwen's relief, none of them came close to the mark.

In fact, she eventually realized nothing in the drawings even remotely represented the reality of her; distorted poses that would break the spine of a real woman, body shape resembling a lamppost with two watermelons attached to the front and the back, constant armor additions and subtractions to her black costume other than places where armor would have proved useful.

Gwen felt herself boiling from the inside. She was no stranger to the internet, seeing such pictures a billion times over. Yet, when they were made of her, it chafed at her pride in ways she never could've imagined.

"None of these even depict me right!" Gwen's voice displayed her indignation. "Didn't any of you see my photos?! No one's body looks like this!"

Like any internet user in her situation, she rushed to the comment section.

 _Anonymous: Why are all these pics so * &^% inaccurate?! This is bull*&^%!_

 _Overdrive: Who cares? This is hot._

 _Anonymous: I care! If you're gonna depict smut of someone, at the very least you could not make * &^% up!_

 _Overdrive: It's hot though._

 _Anonymous: How is a pole with volleyballs attached to it hot?! Where the * &^% have you ever seen a woman like that?!_

 _Dusk: Anonymous, you should read this doujin. It's not exactly accurate either, but it's a bit better._

Gwen clicked the provided link. It took her to a black-and-white comic, pages read right to left. The beginning depicted a dark gray castle against a white sky, slightly darkened by the shine of a pitch-black moon. Its statues of gargoyles on top of the gates reminded Gwen of the Osborn Manor enough for her to shudder. On the next page, she found the interior of the castle; tall black walls etched with spider engravings, webbing patterns on the ceiling and windows, and a white carpet that contrasted the black brick floor and torch-lined walls.

 _Creepy as * &^% castle, but... I wouldn't refuse one like that._

"I have arrived!" a speech bubble took up a good chunk of the next page. It pointed to an athletic man with clearly defined muscles on his shining oiled skin, unobstructed by clothes, save for a small green thong. On his head, he wore a face-concealing golden helmet with two curved horns.

"My goal is to grant ultimate pleasure!" he stepped through the jagged castle gates and onto the carpet. "I seek no one else, but the queen of this castle!"

 _Well, at least it's honest and to the point._

"Grant ultimate pleasure?" a black-on-white speech bubble appeared. "A bold declaration. State your name, and I may grace you with an audience."

"Loki, the trickster god!" the man exclaimed. "Yet I assure you, this is no trick!"

"Interesting," the bubble referred to a black throne at the end of the hall. On it, Spider-Woman resided in her black costume, drawn with surprising accuracy.

 _Huh, I'll... take what I can get. No stupid shoulders, no capes, and no useless armor._

"Why does a trickster desire to give pleasure?" she asked.

"Giving pleasure provides it for me as well," Loki bowed to her. "And in these times, Thor performed... inadequately."

"I see," Spider-Woman got up from the throne. "Then be prepared for what you are offering."

Her arm became a large tendril, wrapping itself around Loki's neck. With it, Spider-Woman slowly pulled Loki closer, until he had to sit on his knees before her throne.

 _Oh... it's a bondage comic. It's fine, it's totally fine, try to stay open-minded._

"Do you still want to try?" Spider-Woman said.

"Absolutely," Loki nodded. "If you wish me to."

"Then get over here," she pulled him closer. The black costume retreated from her neck, as Spider-Woman removed the bottom part of Loki's helmet with a strand of webbing. Several panels depicted Loki's hard breathing as he pressed his tongue against her neck, rolled it over the exposed skin, and listened to her moans. With each lick, he paid attention to how she had reacted, pressing harder or softer with his tongue, licking faster or slower, whichever would make her moan louder.

 _Should I be reading this... I don't actually know..._

"You're performing excellent thus far," Spider-Woman pressed her other hand against his back, pushing her claws just deep enough to scratch the skin.

"Yes!" Loki moaned. "I have been searching for such an exquisite touch!"

"Then you shall rejoice after what happens next," Spider-Woman pulled him closer, stopping just before his lips met hers.

 _I should get a claw hand too then, it apparently works that well..._

Gwen had read through the rest of the comic, forgetting about the outside world and even her own anger at the situation. Despite the straightforward nature of its contents, Gwen was surprised to find a relatively in-depth relationship depicted with an unexpected amount of characterization. She spent a good part of an hour getting immersed deeper and deeper into the comic's world. The sense of reality only came back to her after the comic ended.

"What was that?!" she shouted without anger, but with bafflement and confusion. "Someone put love, care, and effort into a... bondage comic about me?! Who does that?! I mean, bondage isn't bad... but this is about villains! About me as a villain! And... and... why?! How can anyone enjoy evil?!"

Gwen closed down her laptop, disconnected it from her wireless network, and put it in a box just in case.

"I'm going to need something relaxing..." Gwen reached out for a TV remote. "Like a news anchor telling me how to think."

The TV opened to the Daily Bugle depicting footage of the city from a bird's eye view.

"If you have just tuned in," Ned Leeds spoke from a helicopter. "The mechanical monster known as Rhino has emerged once again on a continuous rampage throughout the city!"

"For the third time already!" Jameson snatched the mic from him. "What is wrong with this thing?! Don't supervillains realize when they have already been beaten?! I bet Spider-Woman is behind it!"

 _The Rhino is rebuilt again?! But who could possibly..._

The news helicopter lowered its altitude, displaying the Rhino's enormous mechanical body, shining with bright blue lights between armor plates. It ran in the middle of a street, sending incoming cars up into the sky with a swing of its horn.

"The lights!" Gwen sprung up. "Alex is being controlled by someone!"

As soon as Jameson announced the address, Gwen jumped out of the apartment, putting her mask on the way.

"Do you maybe want a mojito or..." Mary Jane returned into her room just as she left. "Oh Gwen, you compulsive superhero, you."

She turned off the TV, and started leaving, when she noticed the closed down laptop was still plugged into the electrical socket.

"Gwen, you shouldn't leave stuff on, it wastes..." she opened up the laptop. Although it no longer had the internet connection, the pages of the comic still displayed on the screen, thanks to the cache.

"Oh my..." Mary Jane's eyes grew wide with interest. She skimmed through the comic, noticing some of the pages still weren't loaded. Upon reconnecting the laptop to the internet, they appeared on the screen.

"There's a part two..." Mary Jane sat down. "With the Enchantress... I'm sure it can't hurt..."

* * *

As Mary Jane spent an enlightening time with Gwen's laptop, the Bugle helicopter still tried to get the best shot of the Rhino.

The mech raised its fist and then, with a single slam, shattered the road in front of itself. The civilians who hadn't ran away by then were trying to film the Rhino with their smartphones. Bullets bounced off the mech's plates from left and right, fired by police officers attempting to corner it.

"Why didn't we get a surprise vacation this time?!" one shouted in panic after unloading his Glock into the mech with an obvious lack of results.

"Shouldn't the military be on this?!" screamed another, while wasting his bullets as well.

"Assessing damages," the Rhino stopped in place. "Threat level: Pathetic."

It walked slowly to the cops, shattering the pavement with each step. The officer it reached first dropped his gun to the ground, his knees shaking, his eyes closed shut.

"I didn't go to the police for this..." he whispered. "Martha, I'm sor..."

The Rhino raised both of its fists, ready to slam the cop down to the ground. The others ran towards it, trying to grab their compatriot out of the way, when a stream of bullets directed at the Rhino struck.

"New target located," the Rhino abandoned the cop, turning towards the new threat. "Identifying target."

The bullets hit the Rhino again, letting it locate the source; the backs of two black vans, inside of which people in black combat gear fired assault rifles at it in a synchronized attack.

"What is this?" Jameson focused the camera on the vans. On each side, they had a logo consisting of a black circle with three pointed arrows forming a triangle, and a smaller purple circle inside it.

"Someone else is shooting at the Rhino!" Jameson screamed into the mic. "How did this happen?! Who are these people and who authorized this *&^%?!"

The vans took off, the stream of bullets still fired from the back led Rhino to rush towards them. Thanks to the streets no longer having any kind of traffic, the vans stayed one step ahead of the Rhino, leading it along while laying down ceaseless fire.

"What the *&^%?" Spider-Woman swung by, immediately reversing her direction to follow the vans. "Who the *&^% are these guys?!"

She swung faster, trying her best to keep up with the speeding vehicles. The Bugle helicopter followed as well, its camera focused on her.

"I knew it!" Jameson held the camera and the mic. "Of course Spider-Woman had something to do with this! The nerve of that monster!"

The vans led the Rhino to Times Square, both hitting the breaks at the center.

Crowds of people around them ran away at the sight of the Rhino, though just as before, some stayed to record the events.

 _This is bad, why the * &^% did they lead it here..._

A woman stepped out of one of the vans, a pitch-black helmet concealed her face. A long black cape did likewise to her tall frame. She stood firm in front of the Rhino, without so much as flinching at his approach.

"Target identified," the Rhino turned to her. "Eliminating target."

"*&^%, they're going to get squashed!" Gwen used the Bugle helicopter to swing to them.

The Rhino charged at her with raised fists, a second away from crushing her into the pavement.

"Stop!" the black-caped woman's voice echoed throughout the square. In spite of her distance away from Spider-Woman and the crew, her voice rang out, cold and clear. Against all odds, the word seemed to have given Rhino a moment's pause as if frozen to the spot.

In an instant four long, black metallic tentacles sprung out of her cape, three serrated claw-like blades extending outward from each appendage. The tentacles grabbed hold of the Rhino, digging into the armor and holding him in place. Her cape flowed back from the wind, revealing the woman's black three-piece suit with matching gloves and boots, the tentacles connecting through the back.

"Whoa..." Gwen watched from a web line below the Bugle helicopter. "Just like that?"

"Cease your assault," the woman said in the same steely tone. The machine was unresponsive for a precious few seconds, then the Rhino's blue lights faded, and the tentacles redacted back underneath her cape.

 _It... it powered down? But how?!_

"Where... am I?" the Rhino fell on its knees, suddenly surrounded by people in black combat gear and more significantly, the black-helmeted woman herself.

"You were used to cause unrivaled destruction," the woman stepped in front of him. "Over and over, used by people with power over you. All against your will."

"That's right..." the Rhino said. "I remember. Being used, first by Silvermane, then... then... by whom?"

"The Don remains in this world," she reached out an arm to him. "His dark madness still clouds this city and its people, so to truly put an end to him, I need your help."

"I am just... tired of fighting..." the Rhino whispered.

"There is somewhere important you need to be, isn't there?" she said.

"How did you..."

"Ah, so I was correct, Alexander O'Hirn."

"My name, you know my name..." the Rhino's voice trembled.

"Take my hand," she stepped closer. "And one day I promise you, freedom is yours."

Without another word, the Rhino placed its hand on top of the woman's own.

"New York City!" she shouted. "Hear my message!"

If the voice had been cold and clear before, now it roared like thunder, reaching its intended targets without the need for a megaphone. She walked past the Rhino with unhurried strides, stepping in site of Jameson and the surrounding crew's cameras, letting the focus of those newly arriving on the scene to rest upon her.

Her cape flowed under the howling wind, a wind strong enough to move Gwen's webbing yet left the woman herself standing still.

"From the shadows of rage and sorrow, I have emerged! To the people of this bleeding, wounded city, fated to be nothing more than pawns of those blessed with power, I offer you reprieve!"

Even the emerging sound of helicopter blades, separate from Jameson's, hadn't overridden her speech.

"To the mobsters, corporations, the masked criminals, the strong that toy with the weak, all who wish to snuff out the light of your lives like flickering candles, I deliver justice!"

"No more! No longer shall the innocent suffer the hand of fear that wraps around your neck! No longer shall you walk the city streets in haste! No longer shall you be subjected to the whims and wishes of those who think themselves above consequence!"

"In my left hand, I hold the fist that breaks all bonds. In my right, an open hand of loyalty. If you seek to cause suffering, fear my name, the name of Octavia! And if you seek to relieve yourself of it, rally behind me!"

A black cargo helicopter descended before her. On the side, it displayed the same logo of a circle within a triangle within a circle that the vans did. People in black combat gear escorted the Rhino inside one of the vans, then the woman herself stepped on board the helicopter.

"Let all who appose us be cast down by our Superior Force!"

The black helicopter raised its altitude, vanishing to the sky above as the two vans left Times Square to follow.

"Quick!" Jameson shook the pilot. "Follow that crazy woman!"

"I can't!" the pilot turned back instead. "We're almost out of fuel."

 _That's our cue._

"Agreed," Gwen jumped from her web line, and zipped herself to the black cargo helicopter. After climbing up the web line, she hid herself beneath the chopper, her ears protesting from the roar of the blades.

"I hate being redundant, but what in the love of *&^% and in the *&^% of *&^% was that?" Gwen whispered.

 _Her motives appear heroic, and she did subdue the Rhino, could she be an ally?_

"You mean another superhero?" Gwen asked. "Superheroes don't have armies."

 _The Avengers have S.H.I.E.L.D._

"More like the S.H.I.E.L.D. has the Avengers."

* * *

The helicopter landed on a high rooftop far away from Times Square. Gwen crawled out from underneath, attempting to hide before the chopper's occupants noticed her.

"I know you're there, Spider-Woman," said the woman who called herself Octavia as she walked out of the helicopter. "Please, I have no quarrel with you."

 _She doesn't? Spider-Sense seems to suggest that's the case. For now, at least..._

Spider-Woman got up to her feet, ready to face Octavia eye to eye. Instead, Octavia walked to the edge of the rooftop, outstretching her hand, palm upwards.

"Beautiful, is it not?" Octavia said. "One of the most densely populated cities in the world, turned into an incessant, bloody warzone."

"Who are you?" Gwen asked with calm. "What do you want?"

"Have I not said enough?" Octavia turned back to her. "I am called Octavia, I lead the Superior Force to bring order to this wounded city."

"So... you're a hero?" Gwen's voice showed hesitation. "A superhero?"

"Are you worried I am going to attack you now?" Octavia pointed at her. "Do not be alarmed. I am not your traditional narrow minded simpleton."

 _What?_

"Most people take a side in such a conflict," Octavia lowered her arm. "Some people proclaim themselves a hero. They fight to realize ideals that, while admirable, do not resolve many complex and ambiguous situations that reality inevitably throws at them."

 _Oh no... that could only mean one thing..._

"Others swear allegiance to the polar opposite of such a concept," Octavia continued. "By taking on the label of a villain, they seek nothing but satisfaction of their selfish desires. An equally limited, foolish choice. They become directionless beasts, just waiting to one day be put down for good."

 _She is an..._

"My vision is neither one of good, nor evil," Octavia took step after step closer to Spider-Woman. "Yet at the same time, it is both. I shall stop at nothing to see my seeds of change blossom into reality."

 _She is an enemy!_

"For that, I need the help of people like you," Octavia's hand reached out to Spider-Woman. "Villains who understand the value of different methods, who aren't afraid to embark on a path of blood. I heard countless stories about you, and I believe you are a worthy ally."

 _I get it now! That's why she's telling me this!_

"Join me," Octavia stopped a few steps away from Gwen. "And together we can restore the city from its ills... by any means necessary."

"Like *&^% I'm going to join you!" Gwen exclaimed. "You want a path of blood?! Over my dead-*&^ body!"

Spider-Woman dashed towards Octavia, aiming to punch straight through her helmet as fast as she could. Instead of blasting her away, the fist stopped mid-punch in the air, followed by a familiar sense of vibration throbbing in her arm.

Before Gwen could say anything, she saw someone standing between her and Octavia. Although his crossed forearms concealed his head, Gwen would recognize his yellow fishnet pattern anywhere.

"Shocker!" she tried to swing with the other arm, with the exact same result. Then, Gwen noticed the shape of his gauntlets; instead of metal pieces attached to the red gloves, the forearms and hands were combined in one mechanical design of red and metallic gray, with a glowing red light he now sported at the back of each hand.

 _Looks like someone's gotten an upgrade..._

The gauntlets emitted a dense field of sound in front of Shocker, its intense vibrations so thick as to prevent any part of her body from moving an inch, despite her efforts.

"What are you doing, Alison?!" Gwen kept trying to move anyway. "Before, you said you never wanted to kill anyone! Didn't you hear what she said?! Why side with her?!"

The Shocker merely stared her down in silence.

He suddenly spread his arms out wide, the motion of someone loosening their body of a heavy burden.

 _Spider-Sense!_

With the realization came a pang of adrenalin, Spider-Woman ran from the sight of him, but did not make it far. A jolt of pain made her shudder as the compressed sonic energy was released, an invisible wave of force that made Gwen first stumble, then collapse to her knees, clamping her hands over her ringing ears, a painful reminder of their first encounter now more than four months old.

"I was lost before, but now..." The Shocker lowered his arms. "Now I am a soldier for the cause."

Her vision grew blurry, a pressure began to squeeze at her temples, a horrific agony that felt as though her skull would crack and the soft innards of her eyes were about to burst from her sockets.

She blinked through the tears in her numb eyes, seeing Shocker walk toward her.

Rather than using vibration this time, he delivered a solid kick to her chest, sending her backwards as her knees scraped against the roof.

There came to Gwen the unfamiliar sensation of uncontrolled free fall as the muscles in her body grew lax, the air rushing passed her as she lost her footing.

She found herself hanging by a web, a line connecting her to the building in a motion so instinctual she couldn't later recall making. In spite her shaking knees and elbows, she focused all her efforts to getting back up again.

 _The Shocker is back and sides with her! What else can go * &^% wrong today?!_

Back to her feet, she waited for an attack from the Shocker or Octavia, but none came. Instead, a blunt force struck her from behind, knocking her to the side without thankfully provoking another fall. Adding blunt pain to the list of her day's pain, she saw what struck her: a tall creature covered entirely in green mechanical armor, similar to the Rhino's. The armor's interweaving light and dark green plates covered the creature's entire body, emphasizing its chest, shoulders, forearms, and shins. A helmet with two large orange eyepieces covered its head. Yet, by the long armored tail with a cannon and four stingers at the end and a pincer in place of its right hand, there could be no doubt.

"Scorpion!" she sprung up on her shaking feet. "But... what's with the armor?"

"I found poor Maxim in the sewers of the city," Octavia said. "Broken, helpless, mutated against his will... not anymore."

"Yes," the Scorpion said in a deep mechanical voice. "Saved. Me."

"What I have done for him I am going to do for this city," Octavia continued. "And no one, not even you, shall stand in the way of the revolution to come."

 _This is bad! We can't fight all three of them at the same time. We have to... have to retreat._

Spider-Woman took a step back.

"You wish to run?" Octavia asked, folding her arms.

"So be it. Next time we meet, it shall be on the opposite sides of this chessboard. That is when I shall pick an appropriate demise for you. As for now, farewell, Spider-Woman."

She leapt out of the rooftop, firing a web mid-air to swing away. No one followed her, instead preferring to silently watch from a distance.

"Like I thought," the Shocker said. "Despite her reputation, she is far too self-righteous to ever see what we see."

"It would appear so," Octavia nodded. "Shocker, Scorpion, get back to the helicopter. Tell Hammerhead we'll be returning to base shortly."

"Just when I thought things were calming down for once," she sat with her back to the wall. "A new enemy, out of *&^% nowhere. And she has Shocker. And Scorpion. And possibly Rhino too..."

"Hey Peter, you there?" she dialed his number.

"Look, I've had a *&^% of a day and I need to *&^% unwind. What do you think of..."

Back at the rooftop, one of Octavia's soldiers approached her.

"You called for me, Narrator?"

"I am disappointed," she said without turning to face them. "Your prediction proved false in almost every aspect."

"The fault lies entirely with me," the soldier clapped their hands together, and in a flash of light, became Chameleon. "Though her heart is wicked, I have underestimated the extent of her denial. Please, accept my humble apologies. I am confident that in time, she will come around..."

"That ship has sailed," Octavia cut them off. "From now on, she is nothing more but an enemy of the Superior Force. Come, Chameleon. We have much left to discuss, you and I."

 **The End.**


	16. A Cat's Cradle

**Disclaimer: Still not Marvel.**

 **#16:A Cat's Cradle.**

The Don of New York stretched an arm above his head, yawned, and promptly fell off his bed, serenaded by the morning alarm.

He glanced at his clock, knowing without looking it would be the usual 7-30.

In hindsight, maybe "21st Century Schizoid Man" wasn't the best choice of alarm, it had been funny the first time to surprise the staff, if nothing else.

He scratched at his frump of messy black hair.

With the spurt of endorphins chasing away some of the drowsiness, he stumbled into the shower.

The scalding hot water helped wash out the soreness from his limbs after the combat training last night. Harry rarely thought himself particularly strong, he had always been somewhat on the lean side despite the healthy regulation of exercise. But as he toweled himself off he had to admit a measure of pride. The last month had seen him develop a layer of muscle that helped fill out his proportions. It felt good.

After a quick plate of toast, boiled eggs, and dressing in his usual gray suit, he consulted the morning report.

Emilia Osborn's condition remained as it was, neither deteriorating nor improving. The doctors found no evidence of injury or struggle, lacking any sign of mental activity beyond the bare minimum. They found no explanation to account for her condition. Harry felt a familiar pang of disappointment.

Early work repaving and cleaning up the streets near Times Square had begun, Several crews were dispatched to help the unfortunate homeowners caught in the crossfire of the Rhino attacks. All but a few were ignored by the residents. They had hesitated at the sight of the family name, but that would change, soon enough.

Several entries were of little interest, nothing a few reductions in supervisor paychecks couldn't resolve at any rate. The last item however, perked his interest.

He scanned its contents. Once, twice.

The project was going well. The blueprints had been finished and the integrated visual cues had been accurately timed. The design had seen a few tweaks here and there, but the model was exactly what he'd imagined at the concept phase.

The Osborn treated himself to a small smile.

Harry's boots clicked on the new wooden floor he'd commissioned.

Inspecting the carpenting crew's work, he had smiled at them, shook their callused hands and handed out their allotted money plus tip, and gave his sincere thanks. The sweat-soaked workers had been pleasantly surprised with his straightforward demeanor.

Each portrait had been stripped from the conference room walls and stacked neatly in storage.

He'd spent several days being consulted by his staff on what to replace them with, to no avail. One aid had suggested they be replaced with a mural detailing his family's achievements. Another liked the idea of a gray-on-white repaint of the decor in abstract shapes, but he thought the blank walls suited him. He'd asked Liz out of the blue during a night of scheduling what she'd thought.

The maid looked up from her work. "Um, well, sir, why not photos of the poor neighborhoods? You want to help rebuild, right, sir?"

While they conveyed his intentions well enough, Harry was not about to celebrate before the work had begun.

He reminded himself to give her a raise.

For the time being, he left the room as it was. His new legacy wouldn't be marred with nostalgia and reliance on past successes. His failures and triumphs would be his and his alone; a fresh start.

 _It is the proud who refuse to change, the brittle who eventually break._

He couldn't afford to have the board discredit him as an overly bold, naive child as their CEO.

"Great power shall not come with great pride." It had been a saying his father had told him to keep in mind when the time would come. He hadn't understood him then, and he doubted he did now if he were being honest with himself. But it seemed good advice, and something he hoped to learn in time.

Arriving at his mahogany desk (the rare original he hadn't replaced), he booted up the holographic screen above his desk, the profiles of the board coming into view.

"Good morning, ladies and gentleman of the board. I trust your time off served you well?"

The picture quality was excellent, displaying to him every wrinkle and twitch of his associates. The sound was likewise superb. If not for the cool touch of his jelled headphones, it was almost as if they were speaking in the same room, a reaction that embarrassed him on his first day on the job.

He was answered with polite mutters, the sounds of shuffling paper, and a particularly loud sneeze from Donald.

"Mister Menken, your sickness persists, it seems. Are you well?"

"Fine," replied the blond-haired executive, coughing into a tissue.

"It seems we are missing one of our members. Has anyone heard from Anastasia Hardy?"

"I have. Not a few minutes before the meeting began, she informed me she regrets her absence. Miss Hardy says it was a personal matter that cannot wait, and she promises to return when we reconvene with a full explanation."

Harry nodded a silent thanks to Donald. He had served his father as a trusted secretary and retained the position throughout his mother's transition. He had been one of the very few to welcome Harry's new position without a sign of complaint or sarcasm. He was a rare man he was reasonably sure he could trust, and that was good enough.

"Very well then. Now, if you all wouldn't mind, today I'll skip through the pleasantries and get to business as it were."

A few sarcastic comments were picked up by his equipment, but were ignored.

"Today I have good news, both for the future of this company and the Norman Osborn Foundation as a whole."

"Allan assured us the Foundation was only for publicity's sake," retorted an indignant David Lowell, brushing a blond strand from his face, exposing a sharp green gaze directed at Harry.

"Harold, surely you know by now charities rarely give our company the attention needed to offset the investment?" Menken's tone was not unkind.

Harry maintained a neutral expression.

"While it's admirable you wish to help the community, projects like this only bring diminishing returns compared with the time and investments required," David continued. "How is this worthy of such importance when the future of our company is at a crossroads..."

"How can we expect to profit from this?" Sheryl Doser said simply.

"Profit is not our chief concern at this moment," Harry began, but was quickly silenced, by Rajit Ratha, a slimy, cold man Harry had quickly grown to dislike in his short time as CEO.

"If I may, Mister Osborn. Your mother had been preoccupied with many expensive projects that used a large portion of our resources. Projects Silvermane had requested, which we had been told were of great importance. And yet, despite their reassurances, they focused much of the company's budget on capturing a lowly vigilante. Why then are you suggesting profits should not be our key objective? Quite frankly, I beg to differ, Mister Osborn."

Harry gave up the attempt at neutrality, recognizing a losing battle when he saw one.

"Your taste in irony is superb, Mister Ratha. But recall if you will our company's name only a month prier. The 'Silver-Oscorp Conglomerate' was a financial disaster. As you said, many costly projects were developed, not by my mother, but the man you all voted in to this board yourselves! Emilia has made her own mistakes, but she had good reason to seek the help of the second wealthiest man in New York. The company was in the midst of a darker crisis than the one we now face, and she chose to survive. So please, continue to blame not the fool who drove our company to excess, nor the pragmatic woman who did what she could, but the son who now finds himself cleaning up the mess the adults left behind."

 _I'll make them see more than a young man they can manipulate like a puppet. I am an Osborn. And the Osborns obey no one._

It was time to show them.

"While it is true that our profits are down by a large margin," Harry brought up a series of charts to the holographic screen. There are two things that bare the blame for our company's decline, let me present you the first. I believe you've heard of Anthony Howard Stark and his work?" Harry booted up a video file.

The board was silenced. Stark Industries, their greatest competitor was rarely spoken aloud within company walls. There was little need, not when he dominated the monopoly of experimental technology so completely.

"I would like you all to take a look at this."

* * *

Presented to the board was a video depicting the unmistakable persona of Iron Man, his red and gold armor gleaming in the light of his plasma blasts as he hovered above a squad of Hydra soldiers. The blasts knocked them down to their knees before they could fire from their laser pistols. Once the group had been dealt with, Iron Man traced an arc through the starlit sky, a trail of sparks marking his passage before dropping to the ground to give the camera a salute.

The music that accompanied him surely needed no introduction. The fact that its most famous member shared a last name so closely resembling Harry's was likely no coincidence.

"Hello, bud," he said. "Iron Man here. Don't believe me?"

He removed the lid from his helmet, revealing a flat mass of helmet hair and an equally messy black goatee.

"Well here you go," he gave a thumbs up to the camera. "Knowing who your heroes are sure is great, isn't it? But there's something I need to let you know, and it's the fact that none of this would be possible without your help. Yes, yours."

"Now I know what you're thinking," Iron Man smiled and nodded. "How can I help the invincible Iron Man?"

He took to the air again, flying over a Stark Industries billboard.

"I make no secret as a CEO of Stark Industries, I could have all the money I want. But I choose to receive the salary of an average middle management worker," Iron Man pointed to himself.

"The rest of my income is devoted to what you see saving the planet every day. And that would be impossible if not for your generous donations. Thank you."

"That's right," Iron Man spread his arms out wide to encompass the world around him. "Every time you buy from our company, you do more than receive one of our rigorously-tested, quality Stark Industries products, you donate to our cause. The more you fine folks invest in our company, the more firepower I can use to fight against the likes of A.I.M., the Ten Rings, and even threats from outer space!"

"Now, you could buy one of those inferior OSPhones," Iron Man pulled out a red and gold smartphone from his pocket. "Or you can purchase one of these bad boys, knowing your hard-earned money will be going toward a good cause."

"With Stark Industries, you can start saving the world, one iRon phone at a time!"

* * *

"The second, is image." Harry closed the video.

"And what of ours?" Sheryl protested. "We are a respected manufacturer of experimental weapons, medicine, and bleeding-edge technology. When the government won't fund some of the most important research of our time, scientists come to us. Every country in the developed world has goods with our name on them. There isn't a single piece of modern equipment in this city that isn't indirectly traced back to us. What good are charities when we have a reputation with influential partners?"

"Precisely. With our partners, but what does the public think? When they think of Stark Industries, they think of Iron Man. But when they think of Oscorp? Shady. Frightening. Untrustworthy. A perversion of modern science. And with things like this having our name attached to them, it's easy to see why."

This time, Harry showed the board several amateur videos that had captured the Rhino's attack on the city. Despite, or perhaps because of the low quality footage, the extent of death and destruction caused by the machine was readily apparent.

"The connection between the Rhino and us has never been proven!" Marcus exclaimed.

"To the public, it doesn't matter if it has been proven or not," Harry replied without hesitation. "The connection has already been made. They are a superhero company. We are a supervillain company. To the average Joe, that's all that matters."

"What do you propose to do then to solve this dilemma?" Donald said, looking intently at Harry.

"I'm glad you asked," Harry presented a series of blueprints and schematics. It was a green and purple costume, with a hood and cape, an assortment of gadgets and unorthodox grenades attached to the sleeves, and grappling hooks hanging from a belt, all laid bear for the shareholders to see.

"I propose we even the odds. Create our very own superhero mascot, if you will. With the push from the Norman Osborn Foundation, not only will we clear our own publicity, but we can beat Mr Stark at his own game. A new Oscorp, for a new generation."

Ratha looked at Harry with a cold stare.

"And the costs..."

"Shall not be an issue," Harry interrupted. "All I ask is for you to show your trust in me, if only once. Together, we can clear our name, undermine Stark, and forge a new era for the company!"

The board conversed among themselves. Some seemed to warm to the idea, others mumbled cautious agreement, several were against it.

What he was proposing was change, something the members at once both craved and rejected. With Silvermane out of the picture, the status quo was pulled out from under them.

Now, there was nothing for him to do but wait.

A vision flashed before his eyes, of the green, purple and yellow. Of his real goal, of his true objective. The monster he swore to destroy at any cost.

The silence only grew, lengthening as the executives pondered the situation.

 _He is still out there. I can feel it._

In a few minutes time, some of the board looked to have joined Harry in the uncomfortable quiet. There were a few token mutters, but they were brief.

"I see this is a difficult decision to make. And rightly so, this may take some time. As early as we are into this meeting, I propose we will revisit your decisions next we reconvene. Is this acceptable?

In what was perhaps the only time Ratha would agree with him, there was unanimous ascent.

"We agree."

"A wise decision," Harry nodded his head in a small bow. "Thank you. I look forward to it."

With that, the monitors flickered and went blank. Harry reached to remove his headset, but he paused.

One screen had reappeared, or perhaps appeared, given the circumstances, revealing the gray-haired profile of Anastasia Hardy.

"Harry Osborn, I have a question to ask of you."

"Ah, Miss Hardy, I wondered when you would grace me with your presence."

"Where is Allan Silvermane?"

The question cut through his words like a knife through ripe fruit.

He sighed.

"Haven't I told this to all of you?" Harry showed a photograph of the Green Goblin fighting Spider-Woman. "A masked assailant of unknown origin calling himself the Green Goblin attacked Silvermane. I saw him injured, and the Goblin left when he saw me. He asked me to take up the title, and convince the public he was dead. So he could go into hiding until the time was right."

"That is a lie," Anastasia's tone was one of confidence.

"It's the truth. Believe it or not, that's your choice, not mine."

"Actually, it's yours. You've told the public Silvermane is dead. You've told the board he's in hiding. And you've told us this Green Goblin was in both versions of your story. A young man your age, now the leader of two factions with no family to appose him. A little strange, isn't it?

"I have no idea..." Harry's voice gave a hint of a tremble. "What you're talking about."

"And immediately afterwards," Anastasia continued. "Your own mother goes into a coma. That at least, we can believe, if only because we can go see her limp body ourselves. That's awfully convenient, is it not?"

"Mrs Hardy, if you're getting at something..." Harry glared back at her. "Please speak plainly."

"That Green Goblin lunatic you like to talk about so much..." Anastasia smiled. "Everything he did worked out for you and you alone."

"You can't possibly be suggesting..." Harry clenched his fists.

"That you were in cahoots all along," Anastasia said. "Perhaps, perhaps not."

"So you think I'm lying about the Goblin too? Is there anything you'll believe?"

"I believe one of those statements is true, or at least something you believe to be so. You have a bad poker face, kid."

"This conversation is over!" Harry placed his palm on the off key. "I don't have to put up with your..."

"I do have one more question to ask. Answer correctly, and not only will I vote for your project, but I'll know the Green Goblin exists without any doubt."

"I'm listening."

"Do you know how your mother got her research?"

Harry's expression softened.

"Of course. She discovered it with my father before he died. That's an easy one."

"Incorrect."

Harry felt his lips contort into a scowl. His pulse began to pound in his ears. She was playing with him!

"What?"

"Don't tell me you're hard of hearing too?"

"What does that have to do with the Goblin? Start making sense, damn it!"

The widow wagged a finger in mock disapproval. "If you pout like that more often, women would be lining up to see that cute face of... Since you asked, your mother left you something."

Harry opened his mouth to reply.

"Oh, don't start asking questions now, we've been through that. If I was in her place, that's what I would have done for my daughter. There's a tape, a journal, a video, doesn't matter. A woman like her's prepared for this, mark my words. As for the Goblin, well, it's a strange story to be sure. But it's consistent, and that's the key. Just because it's implausible, doesn't mean it's a lie. In fact, quite the opposite sometimes."

"If the world made sense..." she began, her voice suddenly lacking any mockery. "If we lived in a rational world, it would've all just been a bad dream, but we aren't, and it wasn't. If you saw half the things I've seen, you would believe anything if you could go back to pretending this was a softer, saner world we live in."

"Don't throw your ideals away, Harry. Keep them safe, and close to your heart as long as you can, before you wake up one day to find it bled out of you."

Anastasia Hardy was the first to turn off the monitor.

* * *

Gwen's afternoon began in the last place she'd ever think to bring a cute guy; the Watcher Museum. The marble decor, broad pillars, and vaulted ceilings would suggest to a first-time visitor it was focused on Greek culture, but it was a mere design choice. From the crown of Amenhotep IV, accurate replicas of Babylonian tablets, to what was claimed to be the real Murasama blade, there were scarce any Greek exhibits, let alone a unified theme. Gwen supposed it was planned as Greco Roman in its early days, but there just wasn't enough materials to make that practical.

The couple strolled through the expansive hallways, Gwen enjoying the summer freedom of a green tank top and dark blue shorts while sticking to her favorite old sneakers and a purple backpack holding her costume and a few supplies on the go. Peter wore a red t-shirt with blue jeans and red running shoes, desperately trying to keep up with Gwen's larger strides. This was a somewhat tricky task with the small crowd of museum goers. He'd been left behind in the previous corridor, jogging to the right side, catching up to the forward group to keep with the flow.

"Of all the places to pick, huh?" Gwen headed to the World War II history section, its line of exhibits starting with the replica of a light blue cube. "Still, I could use something relaxing like this for a change, especially after Times Square."

"I heard about that in the news," Peter stopped to check out the cube. "Those Superior Force guys saved Times Square from another Rhino attack. Seemed like heroes to me."

"No," Gwen turned to face him. "Villains, vigilantes, terrorists, whatever they are, that's one thing they aren't."

"You've met?" Peter stopped as well.

"Yeah..." Gwen placed a hand on his shoulder. "I know Jameson's going to want photos, but just... promise me, you'll steer clear of them when you can. These guys are dangerous, and more importantly, unpredictable. How much I'm still trying to figure out, but I don't want to gamble with your life if I can help it. Got it?"

"Yes," he nodded with some apprehension.

"Oh... look at that!" Peter rushed to the center of the museum that housed the star exhibit.

Underneath a thick, rectangular glass case, resided a dense metal shield of red and blue with a star on its center.

"No %$& ing way! They actually have this?!" Gwen rushed to the exhibit. "The TV ad didn't lie?!"

The image of Captain America's shield was unmistakable.

"I know, right?" Peter stood beside her, in awe of what they were witnessing. "And it's even the original!"

"How do you know?" Gwen's voice cooled down a bit. "Now that I think about it, this could be a replica..."

"Replicas tend to be clean," Peter pointed out. "Look at this thing. There's spots where the metal's been scratched, discolored, or dented. I don't care how strong vibranium is, this thing's seen at least two wars, blocked shots from a tank, unloaded a machine gun into this thing, and stopped a rocket launcher, and that's just the stuff we've seen in old footage. Look at the bottom rim, you can see where one of the star tips has been burnt. It's been touched up with paint, but you can see where the fresher coat clashes with the faded original. If it's a replica, it's a damn good one. It's funny, but no maker of a bootleg copy remembers that this thing was actually in use," Peter checked the room for any security guards, and upon discovering none, reached for his camera.

"If it's legit, then why doesn't he have it?" Gwen crossed her arms.

"Well, according to the plaque, Captain America arrived here in 1972 to donate his shield to the museum. The staff got nothing out of him when they'd asked, except that he'd told them there was no longer a use for it."

"So... just like that? He didn't want it back? What about S.H.I.E.L.D?"

"Funny thing, apparently it's in the middle of a lawsuit," Peter snapped a photo. "Since it was donated to a museum, they're claiming it's legally their property now."

"What kind of museum is crazy enough to start a lawsuit with S.H.I.E.L.D?"

"This one, apparently..."

* * *

While Peter and Gwen were breaking security protocols, the security guards were on their lunch break. Their purple uniforms had a "Roxxon Security" badge fixed to their collars.

"Why did the curator even hire us?" one of the guards sipped his americano. "I thought Hardy was handling the security here?"

"Cheaper, apparently," his partner stirred her cappuccino. "Hey, a job's a job, why complain? We're lucky we even have a gig after that restaurant..."

"Yeah, you're right," the man finished his coffee. "It's just, working at a museum like this, feels like there should be a catch."

"Come on, our lunch break is over," they went to the security office. "Brian, you want a cup of..."

The guards found their compatriot flat on his back, his hands and legs tied and a strip of tape over his mouth, the monitors he was watching grainy with static.

The woman mashed the emergency alarm on the terminal, but nothing happened. "It's not working!"

"What's our status?"

"Cameras: disabled. Communications: disabled. Alarms: disabled. Lasers: disabled. Explosives: disabled?!" the guard was taken aback. "All our systems aren't functioning! Call the cops, quick!"

"I'm trying to!" the other guard tapped on her iRon phone. "Reception's dead too! Cheap piece of..."

A single line of text scrolled across the screens.

"Doors: Locked."

"Brian, get the *&^% up!" they quickly removed his restraints.

The guards weren't the only ones that noticed the closing doors. The museum's guests either tried to open the locked doors, reached for their phones, panicked immediately, or did their best to remain calm in hopes the staff would arrive soon. One teen, upon discovering the absence of security, tagged a dirty word on the exit door.

"Huh? What's going on?" Gwen turned to the commotion. "The doors?"

"What about..." before Peter could finish, heavy black smoke erupted into the room, blocking out the vision of everyone inside.

"Somebody call the police!" a guest shouted.

"Phone lines are dead!" another shouted back.

 _That can't be..._

Gwen checked her own phone, and just like the guest said, the screen greeted her with a "no signal detected" message.

 _What the devil's well-crafted coffee mug is going on here?_

"My phone's dead too!" Peter waved around in search for Gwen. "Gwen, where are you?"

"Here!" she took his hand. "Stay close to me, this could be dangerous."

 _The doors close, smoke comes in, and phones are down? Whatever's going on, I'm going to stop it._

She quickly unzipped her backpack.

Without a moment's hesitation, she discarded her summer clothes in favor of her superheroine attire.

Gwen scanned through the crowd.

 _Nobody suspicious._

She looked to the ceiling, half-expecting a certain shape-shifting doppelganger.

 _Nothing._

Spider-Woman took a breath, and made an effort to focus, slowly scanning through the drifts of smoke.

Unexpectedly, a set of yellow eyes stared at her. Her heart skipped a beat.

 _Impossible, it can't be him! Here and now?!_

Gwen readied every part of herself for a fierce battle. The smoke became less thick, allowing Gwen to see the black silhouette the yellow eyes belonged to, standing on top of the glass case of Captain America's shield. The shapes long curly hair and slender figure combined with somewhat bulky gloves, boots, and shoulder pads couldn't be the Goblin.

 _Phew. Just some shadowy mysterious shadow thing._

The figure somersaulted away from Gwen, its departure followed shortly there after by the sound of shattered glass.

And with that, the case had been opened, and the shield was gone.

Gwen noticed the thief slipping away from a broken window. She gave swift pursuit. Peter, who was left behind, put her discarded clothes into her backpack, then photographed the empty stand.

"I have no idea what's going on, but hey, that'll be worth it for Jonah," Peter shrugged his shoulders. "Of course he's gonna blame Spider-Woman for it all."

"She did it!" someone screamed. "Spider-Woman stole the shield!"

"And there it is..." Peter muttered, palm on forehead.

"How are we gonna get out of here?!" someone yelled.

As though on cue, the doors swung open, followed by the two security guards, radios in hand.

"There has been an emergency!" the male guard waved at the guests. "Please remain calm, the police are..."

The guards noticed the shieldless stand. In a moment that was all but synchronized, the two fell to their knees.

"Oh god they stole the shield!" the male screamed.

"Dear *&^%, we're going to get fired!"

"We're finished!" the man screamed. "How are we going to feed our little kitty?!"

"We're so sorry!" they ran out of the room.

"With guards like these, I'm amazed it took this long to steal the shield," mumbled Peter as he went along with the crowd outside.

* * *

"Get back here, you thieving... thief!" Spider-Woman swung between buildings, her practiced leaps making up for her target's head start, and yet the black figure kept a considerable lead.

 _How fast can they possibly be?!_

From what Gwen could see, the thief in black was using skates to make their way along the rooftop edges, deploying a grappling hook to swing over the gaps and right themselves. That would certainly explain the thick shoulder pads, anything less could dislocate their shoulders at best. Whenever the figure had to land below the rooftop, they stuck to the wall and jumped.

 _They can stick to walls. Is it another copycat? A clone?_

 _We're far too... far away to know anything yet._

Spider-Woman swerved left and right, avoiding traffic lights and billboards.

 _Let's just focus on catching them before I'm getting * &^%ing blamed for this too!_

When she'd made some considerable distance between herself and the thief, Gwen landed on a street light, spraying a barrage of shots at her chasee, which in a remarkable turnaround from her usual luck, wrapped around the shield they were holding. The figure mocked her with a friendly wave in Gwen's direction.

"How dare you!" Gwen sped up her swings as much as she could. "It's one thing to wall crawl, but taunt too?! Is there no limit to your plagiarism?!"

Gwen's indignancy overshadowed her common and spider sense as she ate a face full of a Thor-themed billboard of what she assumed were dietary supplements.

"Thorazine, a low-key, lightning-fast treatment for all the stress hammering at your daily life. Completely safe for teens, small children, and a select few species of dolphins."

"*&^%!" Gwen pulled her head out of the billboard. "They're getting away!"

The figure instead waited, continuing their escape only after she'd resumed her swing.

"Maybe the universe is throwing me a bone?"

 _Very unlikely._

"Let a girl dream, ok?" she fired another barrage of shots at her target. Unlike her last attempt, she landed a shot at the figure's right foot just as they were about to grind off the edge, flipping them face first onto the rooftop instead.

"*&^% gotcha!" Gwen leapt to the rooftop. Unfortunately, Gwen's moment of success was cut short when a cloud of smoke obscured her vision.

"Again with the smoke!" she fired her webs in several directions.

"Well, one of these has gotta tag you!"

Instead, one of the hooks embedded itself into the tile, snaking around a leg that pinned her to the roof.

 _God* &^%dammit..._

When the smoke cleared, Gwen saw the ropes connect to the black armored shoulder pads of her opponent.

Their lower arms and legs were sheathed in mechanical black armor, the rest of the body was covered in a black skin-tight catsuit and a pocketed belt. Her enemy's long white hair flowed right down to the waist, and the yellow glow in their eyes was provided by a pair of goggles. The slender shape of the body, the long hair, and the faint outlines of breasts should've made it obvious to Gwen the thief was a teenage girl who couldn't have been older than seventeen.

"Go ahead..." Gwen sighed. "Monologue away."

Instead, she slowly opened her mouth in a gasp and burst into a wide smile.

"Oh my gosh..." the girl whispered under her breath. "It really is you! Spider-Woman!"

 _What?_

"I can't believe it!" she rushed to Gwen, compressing her into a tight hug. "I couldn't even imagine I would ever meet you in person, I don't even know where to start!"

"Untying me and surrendering to the authorities... wouldn't be half bad..." Gwen said in some exasperation.

"I know, I'll show you my trading card collection!" the girl rummaged through her belt. "They've even got the limited edition Golden Rhino already!"

"Golden... Rhino?" was the only thing Gwen could mutter.

"Yep, here it is! Take a look," the girl produced a card of the Rhino, who as promised was indeed rendered in gold armor, with the addition of a purple cape and red two-handed trident, covered in a thick layer of shiny glitter.

"I snagged this one from a manga shop," the girl giggled. "Can't imagine how much trouble the clerk was in!"

"Oh right, I'm sorry.." the girl paused, blushing. "I got so caught up in the moment I forgot to introduce myself! Hi, I'm Black Cat! And I'm your biggest fan!"

 _My... biggest... fan?_

"Wait a second, you should totally sign this one!" she presented Gwen a second trading card. It depicted Spider-Woman in her black costume, sitting in a throne of black bones with a dragon skull.

"It's called Wrath of the Spider Queen. It's the only rare card I bought. Oh, and this is the one I grabbed from..."

Black Cat was so preoccupied looking for her next card she failed to notice Spider-Woman had escaped.

"Oops," Black Cat backflipped to the shield, retracting the ropes at the same time. Her quick movements let her avoid the webbing from above.

"Come on, I had you by surprise!" Spider-Woman landed. "For that matter, why do you even want this *&^% shield?!"

"Oh, this?" Black Cat picked up the shield. "That's punishment for hiring bad security. You don't just leave like that, you know? Like mom says, it's bad for business!"

She used her skates to quickly spin around and fire her ropes at the opposite building. Before Black Cat had the chance to escape, Gwen extended her arm and attached a chip to her back with a strand of webbing.

"Okay, at least, that's done," Gwen whipped out her phone, selected the "Spider-Tracer" app and was relieved to see a signal rapidly move through the New York city map. She dialed Peter's number.

"Hey, good news and bad news."

"I was gonna say the same thing," he replied.

"Huh? You first then."

"Okay, good news that I have your bag, I'll give it to you later. Bad news... Jameson is already writing a Captain America shield story with your name on it."

"In other news, Hulk is big, Tony Stark's got an ego the size of Saturn, and I'm a klutz," Gwen sighed.

"Have you gotten that thief?"

"That's the bad news on my part... she got away. But your tracer system still works."

"Awesome!" Gwen could feel Peter's enthusiasm.

"Do you think it's ok for us to still use this?" Gwen said with a bit of lost confidence. "The Goblin..."

"He's dead and Emilia Osborn's in a coma," Peter replied. "Oscorp's got no way to track us now."

"I hope you're right. Time to tail this thief."

* * *

Back at the museum, both of the security guards knelt down in shame before their boss, a portly gentleman in a gray suit, sporting short brown hair. The look of his face was a mix of terror and bewilderment, his hands grasping the sides of his head.

"We lost the *&^% shield of Captain America?!" he yelled at the two guards. "And on top of that, the thief stole nothing else?! Nothing else at all?!"

"We're very sorry, Mr Roxxon, we tried to do our best!" they spoke in unison.

"You're both idiots!" he walked around the room, waving his arms in no particular pattern. "Absolute cretins! Do you know what's going to happen when the curator hears about this?!"

Like a bad omen, Roxxon's phone rang.

"Roxxon Security, I am listening..." he said into the phone, desperately trying to maintain his dignity.

"I hear you got into some trouble with your clients, Donald..." purred a female voice on the other end.

"You..." Roxxon clenched his teeth. "Are you calling me just to gloat?"

"But of course?" she said in bewilderment. "Why would I need any other reason?"

"As if Kingsley wasn't enough, you just have to be in my way..." his body shook. "Every time, every time a client comes from you, this happens!"

"The only thing in your way, dear Donald, is your crippling incompetence," she said cheerily.

"How could I've known they'd only want the shield of Captain America?!"

"The... what?" Anastasia lost any trace of smugness. "That wasn't what I told her..."

"You... didn't know?" Roxxon lowered his tone. "How don't you know? Why did you call then?"

The phone went dead in Roxxon's ear.

* * *

Having gotten away from Spider-Woman, Black Cat slid down a wall and into an alley. Right when she landed, her roller blades retracted back into her armored boots.

"Wow, what a rush!" she reached for a green backpack left in the alley. Inside were golden goblets, pieces of jewelry, polished gemstones, and a handful of rare cards.

 _That's a pretty impressive track record._

Watching from above, Spider-Woman averted her gaze as Black Cat removed her armor, replacing them with a leather jacket, pants, and boots. The armor was put back inside the backpack, and (after considerable effort) the shield as well. The last to go were her goggles, revealing her sparkling green eyes.

 _You could have her webbed and jailed right now. With all that evidence on her, she'll be nailed in no time._

 _But she's just a kid._

 _You've gotten countless criminals arrested before. What's with this holdup all of a sudden? Even kids have to pay for their crimes._

 _Then when did I pay it for mine? Besides, she had to have gotten all this gear from someone. We can use her to get to the mastermind._

 _Because that worked so well for you last time..._

She noticed Black Cat and the backpack were gone.

"Well, *&^%," she turned to the map, locating her at the Technodrone.

"H-hey!" Gwen almost dropped the phone. "That's my nightclub! How dare you!"

 _Now what? Who knows how long she'll be there, and we can't attack her in a nightclub, not with the kind of panic that would cause._

"I'll just use my civilian... clothes I left with Peter... Well, double *&^%."

Gwen put her phone away, thinking of going back to the museum until an idea popped into her head.

 _Wait a minute, t-that's crazy talk! Don't tell me you're actually going to..._

* * *

"Holy *&^%..." said the Technodrone's bouncer. "Are you for real with this *&^%?"

The bouncer had seen many daring attempts to get past him over the years, by men, women, kids, and robots alike. He even had full-on cosplay parties attempting to enter, and a fair share of fans. Yet he'd never seen a criminal as blatant as Spider-Woman dangled upside down on a web, in full costumed view.

"Aren't you a wanted felon or something?!" he backed down. "I'll be out of a job if you enter!"

"Do you really think you can stop me?" Spider-Woman jumped down from the web. "Think again, bucko."

"Just tell them you were overpowered by me," she webbed the bouncer to a wall. "Should come naturally to you."

As soon as she set foot inside the club, the onlookers focused their attention on her. She felt their curious gazes one by one, as if looking right through her. Uncaring. Judgmental. Silently thinking her abnormal and a freak...

 _That's right._

 _Let them. Let them believe what they believe._

 _As long as you wear that mask, no one can truly hurt you._

 _Because what they know and fear isn't you, it's the mask._

Her breathing calm and relaxed, Spider-Woman walked through the club, the onlookers no longer bothering her. With her head held high, she reached a table in the far back, behind which Black Cat enjoyed a pina colada.

"Surprise!" Gwen sat across the table, causing Black Cat to spill her drink.

"W-what... how... but..." Black Cat coughed with some of the drink still in her mouth.

"Careful, don't choke," Spider-Woman crossed her arms. "I followed you. You're not exactly the world's stealthiest thief. Although, you're fast, I'll give you that."

Spider-Woman handed the girl a glass of water. Black Cat nodded gratefully and drained the glass.

"Look, could you just tell me one thing?" Gwen continued.

"Why are you doing this? All these elaborate pranks?"

"Because it's awesome, why else?" Black Cat put her hands on the table. "You know how it is... the rush, the thrill, the confused-slash-horrified faces of those whom you outwitted! Ah! It's a life to dream for!"

 _Do you really think you can save her before the inevitable happens?_

"But..." Gwen also placed her hands on the table. "Don't you think there are consequences?"

"Like what?" Black Cat raised an eyebrow.

"What if you steal from someone in the wrong crowd? What if that certain someone might want it back? By any means necessary. You could get hurt..."

"Oh that's no problem!" Black Cat smiled. "As long as I've got my mom, together we're unstoppable!"

"Your... mom?" Gwen squinted her eyes underneath the mask. "Who would that be?"

"She's amazing!" Black Cat sprung up from the chair. "She's really smart, she's really thoughtful, and she always cares about me! She's the absolute best mom ever!"

 _Best mom who's unaware her daughter's got some high-tech gear to steal.. or worse, complicit?_

"There's only so much a mom can protect you from, you know..." Gwen sighed. "I'm speaking from experience. Family's not all it's cracked up to be, Black Cat."

"What do you mean, Spider-Woman? Didn't you have a family?"

If they don't leave you, they aren't around. So you give them all the time you can, and it's never enough. And just when you get used to thinking they'll be around forever, they die. Then what's left for you?"

"Sounds rough..." Black Cat's voice lowered. "Is that why you're the villain you are now?"

Her laugh had an edge of bitterness to it. "I guess you could say that."

"And yet, I've seen a mother put the life of her child in danger, then risk everything to protect him, because she thought she knew what was best. Just... return the shield, ok? I promise not to rat you out to the police if you bring it back."

"N-no way!" Black Cat shook her head emphatically. "I can't! I have to do this!"

She threw her glass at Spider-Woman, the shards of glass spilling across the table. Gwen ducked under the table, missing the shards. When she looked up, Black Cat was running through the door, leaving her both alone, and stuck with the tab.

"I was so sure I could get through to her," Gwen stood up from the table. "Where did I go wrong?"

Gwen sighed in defeat, checking her phone.

Black Cat was already far away from the Technodrone.

"Great, let's chase her across the entire city again..."

Before her self-pity could get the best of her, Gwen's phone rang.

"What is it?" she picked up the phone. "Speak up, it's loud in here!"

"Gwen, I found some info you might like," Peter said from the other end.

"Cut to the chase, please? It's kind of not the best time right now."

"I believe I've found our culprit. There's sightings of similar thefts going on and on throughout the city, but one thing always connects them."

"Is it short, perky and loves to collect cards?"

"Come again?"

"Nevermind, I'll tell you later."

"They happen every time the place switches from Hardy to Roxxon Security. and it continues until the victim switches back."

"Are you suggesting..."

"Yes. These thefts have been ordered by Hardy Security, to make Roxxon look incompetent. Gwen, check your phone. Where is the thief now?"

Gwen minimized the active call to check the map.

"The Grand Hardy Hotel!" Gwen ran out of the club as fast as she could. "If we're lucky, her boss should be there right now!"

"Yup," Peter smiled. "Go get them!"

* * *

Atop the curved tower of The Grand Hardy Hotel resided the penthouse. Unlike the near-empty hall of Oscorp Tower, Hardy's penthouse breathed life: glittering white furniture, black-and-white carpets, paintings of cats, it looked more like a house than an office. Wearing a white suit and having her white hair in a knot, Anastasia Hardy enjoyed some tea from behind the table, when she heard a knock by the window.

"Come in," she continued her tea time uninterrupted. The window opened, letting Black Cat in. She wore her suit with armor, and her massive backpack.

"Hey mom, you wouldn't believe whom I met today!" she was more excited than a hyperactive kitten. "I met Spider-Woman! And escaped her pursuit! It was awesome, you should have seen it!"

"Felicia," the elder Hardy put her teacup down. "Show me what's inside your bag."

"You're gonna love this one!" Black Cat opened her backpack. "I thought stealing yet another boring old gem just wouldn't carry the needed punch, so..."

She presented the shining shield of Captain America. Contrary to Black Cat's wishes, her mother looked less than pleased.

"Felicia..." Anastasia cleared her throat, and her voice became sharp and commanding. "You just brought a national treasure onto our doorstep. Can you imagine what kind of complications this is going to bring? What kind of attention it's going to attract?"

"Um..." Black Cat fidgeted under her mother's sharp gaze.

"S.H.I.E.L.D. itself is going to come after us, do you realize that?" Anastasia continued. "You think Captain America or his closest friends are going to just lay back and ignore this insult on their dignity?"

"But I thought..." Black Cat's voice cracked.

"You've been getting too reckless," Anastasia walked over to her. "Even Roxxon himself, idiot that he is, is suspecting our involvement in the thefts. You can't just keep trying to one-up yourself every time."

"I'm sorry..." Felicia lowered her head. "I just wanted to help you the only way I could..."

"You already are helping me," her voice softened. "My dear daughter, this wouldn't be possible without you. But you have to be more responsible. A day will come when you will have to carry on without me. When that day comes, I want you to truly be ready."

Black Cat closed her eyes, falling into a warm, soothing hug. Anastasia smiled while stroking Felicia's long hair.

"Now let's discuss..."

"The terms of your arrest!" Spider-Woman jumped through the same window Black Cat used. "Anastasia Hardy, these thefts are your doing!"

"Spider-Woman?!" Anastasia pressed a button on her collar. "Security, to the pent..."

"Not so fast!" the web that shot to Anastasia's neck stopped her.

"Too late!" Anastasia gave Gwen an unflinching stare. "They are already aware of my location."

"That's still enough time for me to take you and the shield," Spider-Woman fired a web line intended to grab Anastasia, yet a fierce slice of a claw cut it off.

"Nobody hurts my mom!" Black Cat stood between Gwen and Anastasia, casting a fierce gaze at the former. "Not even you!"

"Out of my way, Black Cat!" Spider-Woman assumed a fighting stance. "She is a criminal and I'm taking her in!"

 _Spider-Sense!_

"No!" Black Cat fired a grappling hook at her. "I... I won't let you!"

The ropes tied Spider-Woman faster than she could come up with a response.

 _Okay, I got this, I just need to...hah!_

Gwen spread her arms, snapping the rope away from her. In an instant, she had to lean back to avoid the claws speeding at her face. Then before Gwen could notice it, she was knocked down on the ground by a sweeping kick.

 _Damn, pretty fast..._

Gwen rolled to the side, in order to dodge Black Cat's ropes. Two clawed hands were already striking her before Gwen could even get up. Using both of her forearms, Gwen blocked the strikes. Anastasia Hardy watched them closely, silently.

"I used to be just like you," Gwen fired two web lines at Black Cat. "Until... until something happened."

Black Cat jumped high above the webs, swinging her leg at Gwen's face.

"You think it's fun and games now..." Gwen ducked below the kick, so Black Cat landed behind her. "But it never really is."

"I know it's not!" Black Cat used her rollerskates to dash away from Gwen. "I'm not doing this for games!"

"Could have fooled me!" Spider-Woman shot a barrage of webs. "You even said it yourself!"

Black Cat threw a smoke bomb at her, engulfing the entire penthouse in thick black smoke. Spider-Woman cleared her mind, focusing her efforts on locating Black Cat through the smoke. Time around her slowed down to a crawl, until...

A thunderous roar snapped the flow of time back to normal. Gwen felt a pair of jagged white eyes staring at her, and a jaw with teeth so sharp they could easily devour her. The image flashed before her eyes, then disappeared.

"I... can't focus?" Gwen shook her head. "But why?"

"Then what was your reason?" Spider-Woman stood still in expectation of an attack. "Come on, you can tell me."

 _Spider-Sense!_

Spider-Woman blocked a strike from behind with her forearm. Her attacker retreated away the next instant.

"Is it on your mommy's orders?" Gwen assumed a defensive stance. "You wouldn't be the first, you know."

"It's not!" the glimmer of a rollerblade speeded towards Gwen. Realizing it was a straight kick, Gwen dodged to the side.

"I chose this!" Black Cat's voice was heard from all around the smoke-filled penthouse. "I chose this on my own!"

The smoke cleared bit by bit, revealing an image of Spider-Woman and Black Cat staring each other down from afar. They each waited for the other to make the first move.

"I wanted to be strong..." Black Cat clenched her clawed fists. "Strong like you."

"I'm not the villain you think I am anymore," Gwen shook her head. "That 'me' is no role model."

 _Spider-Sense!_

Black Cat's response was a shot of shoulder ropes directly aimed at Gwen, who ducked and fired two web lines at Black Cat's feet at the same time. Managing to both avoid the ropes and tie up her opponent, Gwen pulled back, causing Black Cat to trip onto the floor. As her final move, she fired a flurry of web shots keeping Black Cat confined to the floor.

"And with that..." Spider-Woman straightened up. "It's over..."

"Stop!" Anastasia's voice rang out clear through the penthouse. Turning to face her, Gwen was greeted by at least three dozen men and women in black suits and sunglasses standing behind Anastasia Hardy, aiming their pistols at Gwen.

"That... is enough," Anastasia's smile was cold. "Your fight ends here, Spider-Woman."

"From where I'm standing, I think we both can agree on that," Gwen kept her stance perfectly still, not wanting to incite any violence.

"You will take the shield with you, and you will leave," Anastasia extended her hand toward Gwen with the shield. "Then you will, of course, return it to the museum. Nothing else."

"What?" Gwen was taken aback. "I'm taking you with me. You're going to pay for your crimes."

"I don't think so," the elder Hardy smiled with utmost confidence. "If you try to take me in right now, these fine ladies and gentlemen are going to unload every bullet they have. Even if you do manage to walk out of here with your life, I will escape. Felicia will escape. Both of us and the shield will be gone."

 _What is this freaking * &^%..._

"Gone also will be the chance of proving your innocence," Anastasia continued. "You will be hounded by the Avengers and their masters for the rest of your life. How does that sound?"

 _This is just absurd beyond belief. We could easily subdue these mooks._

 _But... in such enclosed space?_

 _The possibility of these two escaping with the shield still exists._

 _We cannot risk it. We have to retreat._

 _Again? From yet another enemy?_

"What's wrong?" Anastasia crossed her arms. "Your bravado seems to have escaped you."

She took the shield from Anastasia's outstretched hand with a web, and slowly walked to the window.

"This isn't the end," Gwen took a step back before jumping through the window. "I'll be back to finish this."

"Phew..." Anastasia lowered her arms. "That was a close one. Someone cut these damn webs off my daughter already!"

Two of her suited goons obliged, freeing Black Cat with their knives.

"I'm sorry," Felicia continued to stare at her mother with dismay.

"I got reckless, I stole the wrong thing, I didn't even manage to beat her... maybe if I used the complete set of armor."

"The whole armor would be too dangerous," Anastasia sighed. "Especially now. We need to rethink our strategy from now on. Many players have come to take their place on this stage - Harry Osborn, Spider-Woman, and the worst of all... Superior Force."

"Let's go," Anastasia gave her daughter a hand. "You need to know of our real enemy."

* * *

At the same time Spider-Woman, with Captain America's shield in hand, swung to the museum as fast as possible.

"This again!" she shouted to the entire street. "This damn *&^% again!"

 _You did the right thing. We need to be patient if we want things to get better._

"Just like last time, the bad guy just gets away!" she screamed. "What's with all of these slippery pricks? Why can't it be like the old days, just web them and put them in jail! It *&^% pisses me off!"

 _Had you arrested Black Cat, things would have gone much easier._

"No, They would not. She's a kid. She's just being coerced by her mother."

 _That isn't necessarily the case. We weren't coerced by anyone, remember?_

"All too well," Gwen continued swinging to the museum.

"MJ was there to give me a second chance when I needed it. I can at least do the same for Felicia."

* * *

Walking through the depths of Oscorp Tower's laboratory, Harry Osborn observed countless devices still left for him: the gliders, the bombs, the rifles, and so on. Nothing had been removed from where they had been. By the contrary, more devices were added to the laboratory. He knew exactly where he had to go, guided by the dim lights of the machines.

"Of course I'm sure," Harry kept walking. "Do you think I'd turn back at the last second after going so far?"

"As Harry, I'm nothing more than a child to them."

He approached a large tube locked down with a scanner.

"But with this, I can become a symbol."

Harry placed his palm on the console. A beam flashed over his skin, quick and painless.

"If I can use what he used," piece by piece, he donned the armor. "If I can turn it against him, then I..."

He put on the mask last, its long ears pointed through the holes in the hood. His voice changed, now raspier and raising in pitch.

"This is what Gwen would have done in my place, I know it. I will conquer my fear. I will take on everything that made this monster evil, and shape it as my own."

His eyes shined bright red through the darkness.

"I can become... the Hobgoblin!"

 **The End.**

 **Or is it?**

 **We at Scapolite thank our readers for waiting through our unexpected delay.**

 **While it's unfortunate, we must announce that our new schedule will be 2 months per chapter for the time being.**

 **We don't see this as a negative, but a positive. While we might go back to 1 month in at a later date, for now real life work keeps us from putting out as many chapters as quickly as we'd like.**

 **That being said, we feel confident that this brings higher quality to our work with more time to edit and plan our storylines. This is also time to write our Daredevil side story, which will have started by the time the next chapter is live.**

 **If there are any characters you would like to see more of, either in the main story or with their own points of view chapters, we are more than happy to take any suggestions you have.**

 **Reviews, follows, and favorites are always welcome, and thank you for reading.**


	17. Fanning the Flames

**Disclaimer: Not Marvel.**

 **#17:Fanning the Flames**

In the darkness, many would have tripped over the mess of shelves, tables, monitors and equipment, but Harry had been through the lab enough times to navigate by feel. If there had been any windows to show the way, he'd scarcely need their guidance.

He'd expected to find a locked vault with a secret code to unlock what his mother had left for him, a puzzle, a fingerprint scan, anything to keep the tape secure from the wrong hands. Instead, it had been lying on a desk atop a stack of unused paper. Perhaps she'd intended to make the precautions before her accident, perhaps she'd simply left it there for him to discover, located as the lab was in the underbelly of Oscorp Tower.

In any case, it had been a little anti-climactic after a day's search to simply stumble upon her records.

That it was for him was doubtless, labeled as it was as "for Harry" in her thin, curly handwriting.

He slipped the first of three tapes in and pressed play. He was greeted by a buzz of static from the old tube television, but it wasn't long before her profile came into view, sitting in the familiar chair connected by glowing tubes and panels.

"Starting now," Emilia's voice crackled slightly. "Harry, if you are watching this, it means I can't be here to guide you."

"Therefore, there are certain things you must know," Emilia continued. "What you are seeing here is 'the Istorie'. It is a machine meant to let you relieve the memories of your chosen ancestors, created by a fool who saw no other use for it."

"But I have discovered its true potential," there was an eagerness in her tone he'd rarely heard from her. "You see, it is not limited by the DNA of ancestors. If you insert another person's DNA... you can see their memories. They become so alive, so vivid... it is like the person is there with you all along."

"Actually," she said after a brief pause. "It goes even deeper than that."

"Each of us is born into this world like a blank slate," the tubes of the Istorie shined green one by one. "An empty sheet of paper, ready to accept the ink of memories. The first to spill the ink would be our parents, and the circumstances of the ink written on their papers and the papers of their grandparents..."

"Sooner or later, our books grow in pages," sounds of footsteps accompanied her speech. "And we gain permission from the world to write in our own ink, until our pen is dry."

"Those books are what we are, Harry, written in the ink of our DNA. The Istorie can not only open them all, but also recreate. Imagine it, Harry, what happens if you rewrite the pages of our books?"

The tape stopped, and so did the screen, returning the room to darkness.

"There's two more tapes..."

 _We always have time for later. This is a lot to take in._

"Right. Another time then." He put away the tapes in a drawer.

* * *

In the outskirts of Queens, along the abandoned storefronts and smashed windows, there stood a wherehouse with light from the inside.

The area had been left to rot for a time, but the recent looting had stirred up some activity, only to leave the place as quickly as the angry rioters had found it.

But for many trained combatants, it was a place they all knew well. It was a new beginning.

Marching out of their vans marked with their emblem (a circle within its larger counterpart bordered by a triangle), they filed out in twin columns until they reached their target, a blonde girl. In her tank top, cargo pants and boots, she stood out from the homogeny, walking alongside the stacks of crates.

Reaching the center of the triangle outlined in a green light, she stood still as the soldiers formed the outward circle.

"Prepare yourself," said one, stepping forward to stand beside her. She gasped, feeling the ground shift beneath her feet to the floor below.

The soldier directed her attention to a gleaming white corridor flanked by security cameras, branching off to the left and right. He chose the left path, leading to a red door at its end.

It opened, blinding her in its radiance, requiring a moments pause to blink away the piercing beams of light. When vision returned to her, she beheld the site of Octavia herself, staring at her with an unwavering gaze as she approached.

At her feet, a red carpet stretched to the room behind her that she only caught a glimpse of before the woman herself regained her attention.

When Octavia was but half a foot away from her, she knelt without a sound. The platform rose, making the smallest of hums as she was once more encircled by the members of Superior Force, the soldier rejoining his compatriots.

"You have been granted the honor of joining us today," Octavia looked down upon her, an object secure in her closed hand. "Tell me, what lead you down this path?"

"My name is Maria, and I want..." the girl spoke hesitantly at first, but quickly found her confidence. "I want to fight for you. The looters, they... killed my mother while I was away on military service. I want to make sure nobody else suffered like she did. The streets need order, an order only you can lead."

"And to that end, you are willing to devote your life to our cause?" Octavia opened her fist, revealing a bracelet with the symbol of Superior Force.

"Yes," the girl placed the bracelet on her wrist. "Without question."

"Rise," Octavia nodded her helmet, and the girl stood upright.

"We are here, because the world abandoned us," Octavia hid her hand under the cape. "Because it sided with the powerful, with the elite, and their damnable whims. People like our newest recruit becoming mere cogs, sacrificed thoughtlessly to the lust of others."

"We are here, because we shall no longer accept this world," Octavia extended her other hand, to which Maria took solemnly. "Because we wish for a world of our own. The only thing we need to make it a reality... is with Superior Force."

The circle joined Maria in her chanting. "Superior Force! Superior Force! Superior Force!"

Smiling underneath her helmet, Octavia left the hall with the soldier accompanying her.

They traveled through the right door, entering another long corridor that lacked any visible exits. Stopping at its end, the soldier pressed his palm over a section of the wall, opening it as easily as a key.

They both entered a small dark room, a crowded display of terminals, cybernetic parts, scanners of some description, medical charts, an augmented mechanical suit, and many things beside too complex to understand at a glance. Once the wall was closed behind them, the Shocker removed his helmet.

"To fight by your side once more..." the Shocker shook his head in bewilderment. "If I'm being honest, a part of me still feels as though I were in a dream."

"Dreams are only illusions, Allison," Octavia approached one of the terminals. "A path with no goal. Only when we awake to reality do we see the path ahead."

"As always, you are wiser than..." A loud beep interrupted him.

"Narrator?" an unknown voice spoke through a monitor. "I have something to report. A rather, um, unpleasant something."

"Speak, Chameleon," Octavia turned to the monitor. "What is the situation?"

* * *

Twenty minutes before, the Allan Pizza enjoyed a quiet evening, serving quasi-Italian cuisine to those that happened to have wandered in, such as a handful of trenchcoats enjoying their order of lasagnas and spaghetti. Beside them were large briefcases filled to their limit in cash.

"At least business still goes on, huh?" one of them mumbled, chowing down on his food.

"Yeah, them stores still handing out cash as always," another drank from a wineglass. "Might not be so bad, maybe the Don really is fine."

"Come on, of course he is," a third man had just finished his drink. "There's no way they'd let that Osborn kid run things by himself."

Without warning, the doors swung open. Five black armor-clad soldiers marched into the Allan Pizza, a holstered rifle on each belt, now the focus of every eye in the restaurant.

The pianist stopped his playing and held his head in his hands, wondering just wen, exactly, he'd finally get the hint and quit.

"We are soldiers of Superior Force," said their leader in a feminine voice. "And we're here to send your Don a message."

From a table closest to them, one of the trenchcoated men sprung from his chair, already holding a laser rifle. "What message is that, *&^%head?!"

"We will no longer tolerate you to live," she grabbed his rifle, pulling him to her side and knocking him to the floor with her boot. His comrades reached out for their weapons, but the soldiers fired the first shots. The heavy burst of automatic fire put the trenchcoats down.

The staff members stood in shock, frozen to the spot; none daring to retaliate against the soldiers. Their leader disassembled the last man's rifle, and tossed the parts aside.

"Gonna kill me too, huh?" the man growled. "You *&^%ers."

"No," she replied. "You're going to tell your master, the one that replaced Allan Silvermane, what happened here."

She released him from her grip, the other soldiers got out of his way. He used the split second to reach for the sidearm underneath his coat. One soldier's punch to his jaw was enough to stop it.

"Typical cowards," the soldier broke his sidearm in two. "He will convey the message once he wakes up."

The soldiers holstered their guns, ready to leave the terrified staff in peace.

"Seems like anyone gets to call themselves a hero these days," they heard a high-pitched voice from outside. "Sad times, for a sad world. No standards at all."

"That voice..." the leader of the soldiers hurried outside with her squad.

From above, a silhouette descended from the opposite building, its features obscured by the blinding sunlight of the sunset from behind. It landed on the ground in front of the restaurant, an orange cape covered its body, a pointed hood obscuring its features but for a pair of glowing scarlet eyes and pointed orange ears.

"No, that can't be the Green Goblin," the leader trailed off.

"Observant, are we?" the figure cackled. "Was it all the orange?"

"What do you want, you joker?" the entire squad primed their guns, but their target seemed not to care.

"Wrong again!" a blue grenade fell from underneath their cape, bursting in a flash of light. The blinded soldiers fired at the enemy, all for not.

Their commander was sent flying behind them, clueing them in to their direction.

"Son of a..." muttered one of them before also getting sent away with a jump kick faster than he or his compatriots could react. They tried to fire, but found a metal razor bat cutting into each of their rifles.

"What the... aaargh!" an electrical surge hit the three remaining soldiers, now forced to drop their weapons. Nevertheless, they ran at their opponent. The cloaked figure evaded their strikes, ducking behind a kick here, overturning a loose stance there. The third among them managed to pick up her gun, but the advantage was short-lived.

A rope shot between them, wrapping around the muzzle, dragging her backwards while the precious weapon fell through her fingers.

"But who could have done this..." the leader whispered, not trying to get up. "The only one who could have gained the access to her toys is..."

The other soldiers were pinned down by electrical blasts coming from their foe's orange gloves.

"Quite shoc..." the figure stopped themselves. "No, I am a goblin with standards."

A sizable group of onlookers had begun recording the event with their smartphones or snapping pictures, something the figure cloaked in orange was all too happy to take notice of.

The Hobgoblin spread his arms out wide, exposing himself to the public and revealing the rest of their attire. The steadily-expanding civilians could see the deep blue of their inner fabric, partially covered with a shoulderless bulletproof vest, and a gun holstered to their belt.

Raising their head up high, they were shown the light orange of their mask, thinly covering their face above their lips. Artificially-brightened red eyes glanced at them curiously. Below the grinning mouth, the mask was a distinctly darker shade compared with the upper half, descending until it covered the owner's throat.

"Oh wow, a bit too much attention for a humble goblin like me," he laughed at the cameras. "I'm just a man trying to do the right thing, you know."

"But aren't they with Superior Force?" one man with a smartphone asked. "Aren't they heroes?"

"No, they aren't!" a waitress walked out of the Allan Pizza. "They attacked our customers, they killed people! This man saved our lives!"

"As she says..." the cloaked man pointed at her. "These people were no heroes. Oh sure, they want you to think they are, just to take advantage of your trust. No real hero would call themselves one, that includes yours' truly."

"What acts of heroism have they achieved by murdering people in a restaurant?" he pressed. "Nothing. All of this was wanton and meaningless. If they think otherwise... well, we're going to have a problem."

"Who are you anyway?" one of them asked.

"The name's Hobgoblin."

"Isn't there a Goblin already?" a citizen asked.

"Oh, there is!" Hobgoblin nodded. "And if he's listening to this, he's going to know I shall hunt him down and make him pay for his crimes. There is nowhere that disgusting, repulsive, cowardly little monster can possibly hide."

"And on that..." the Hobgoblin fired a rope into the air. "I bid you adieu. Buy an OsPhone, its battery lasts longer!"

The Hobgoblin sprung into the air and onto a rooftop, vanishing from the sight of bystanders. Five police cars had arrived as soon as he left, Jean DeWolff exiting from one of them. She wore the same trusty coat and beret, keeping a pistol holstered underneath.

"Arrest anyone in a costume," she sighed. "We'll sort them out later."

The cops rounded up the soldiers and the surviving trenchcoat to be arrested. The only one who managed to escape was the leader of the soldiers, still crawling away in an alley underneath the red "Keep America Human" graffiti.

"He really did it..." she laughed. "He really went this far! I knew he had it in him, I had always known that..."

"It's time to watch history unfold," she used the wall to help herself get up. "Like I always have."

"Narrator?" she took out her radio. "I have something to report. A rather, uh, unpleasant something."

* * *

The Technodrone enjoyed one of its relatively quiet evenings, a fact any regular could prove through the wall of sound, by simply stretching out an arm and not coming away having touched anything sticky and or inappropriate in the process.

With his green hoodie and blue jeans, he blended in well enough, yet Harry couldn't shake the feeling of unease.

It was a place of casual drinking, dubstep, gambling, mild to explicitly discouraged physical contact (depending on who was manning the bar at the moment), and the noise was really getting to him.

He blinked through the flashing lights, rubbing at his eyes.

It was getting late, maybe he should've called it quits after the day's meeting and the already eventful evening.

Just thinking of another lecture from Rajit however, changed his mind.

"I unironically like Merzbow, for crying out loud! How loud is this place going to get?"

 _It's no Shriek, I can tell you that. They had way better music._

"Maybe the drinks are good," Harry headed to the bar. "Hey, I'd like a..."

The sight of the current bartender dropped Harry's jaw. Unusual choice of uniform aside (red tube dress, long black gloves, a touch of makeup, blonde hair flowing in the air conditioning), there was no mistaking her.

"Gwen?" he said in surprise. "You... work here?"

"Harry?" Gwen almost dropped the glass she was holding. "I, um, yeah, what's up?"

"You work? And it's here?"

"I know, kind of ironic. My own roommate doesn't think bartenders are people, yet here I am..."

"Since when do you have a job?" Harry interrupted her. "You never told me..."

"Hey!" Gwen frowned. "You never asked."

"Still, you willingly put yourself in a dress?" Harry stared at her in bewilderment. "Don't you still hate wearing them?"

"On the one hand, yeah, I'd rather be out of this thing," Gwen shrugged her shoulders. "On the other hand, the hours are really flexible here. Even by part-time standards. Plus, it's nice once you get used to it."

Trying not to think of the word "flexible" and Gwen in that particular dress, Harry couldn't find a response. Instead he simply watched Gwen do her job - juggling a bottle and two glasses with an effortless smile on her face, spinning them around her fingers at angles Harry was pretty sure defied a few laws of physics, and pouring the right drinks every time without missing a beat.

"Whoa," Harry whispered under his breath. "You're really good at this."

"It just, uh, comes natural," Gwen let out a nervous chuckle. "So, you gonna order something or what?"

"Le Pin," Harry smirked. "It's a good wine."

She looked at him blankly.

"Relax, I'm joking," Harry put a couple bills on the table. "Just hit me with a dry martini."

As soon as Gwen had poured his drink, He took a sip. He half-expected it to taste terrible, but the result surprised him.

"Not bad," he drank down the whole glass. "Not bad at all."

"Don't go passing out on me," Gwen smirked.

"Not gonna happen, don't worry..."

He felt a warmth in his stomach.

 _Oh..._

"So, what brings you here?" she asked, filling a bowl of chips.

He began to feel... lightheaded. More relaxed.

Harry put the empty glass on the counter. "Let's just say I have some very stressful co-workers and leave it at that."

"Not getting up to anything too crazy, are you?" her tone seemed to imply she was only half-joking.

 _Don't blurt out what happened just now. Keep it together, alcohol be damned._

"I'm not hanging out with gangs anymore, that's for sure."

"That's good to hear. You want another, or will that do it?"

He gave the question a moment's thought.

 _You've got secrets to keep now. You should reconsider..._

"Hey, Earth to Harry?"

She produced a loud snap with her fingers near his ear.

"Wuh?"

"Oh, um, what's that?" he asked, trying to pretend he'd been looking at her orders.

He pointed to a small bottle she was pouring into a woman's cup, stirring orange juice, a cherry, and a splash of... coffee, and handed it to her.

Gwen laughed.

"Dude, that's a Harvey Wallbanger with 1911 and Kahlua, two shots of that and you'll be on the floor in five minutes, telling me I'm a Disney princess singing 'A Whole New World' between pukes."

"So, you wouldn't recommend it?"

"No."

"Wait, did that actually happen?"

She gave him her second blank expression, roughly translated as "don't ask".

"So, what would you recommend?"

"Here, try this," she handed him a shot of something that smelled like honey.

He sniffed it, and promptly wished he hadn't. "Gah, you drink these fumes?"

"Oh no, I'm not dumb enough to drink in public, I keep it at home with Mary Jane. Look on the bright side, at least this time the bartender's not trying to poison you?"

They both laughed.

Mary Jane? The name seemed familiar, initials he might've heard around his staff once or twice, but he couldn't recall. Taking it for a lost cause, he downed the drink.

Once he felt like he wasn't about to be sick, he had to admit it tasted great and made him feel even better.

"Fireball whiskey, good stuff," said Gwen, grinning. "Hey, this is nice. We really need to hang out sometime, you know? Catch up on these last few years."

Harry smiled at that. "That would be nice." He handed her his tab.

Gwen took the glass and the bills. "Whoa, 200 dollars?"

"Keep the rest a tip," Harry said as his phone rang. "Yes?"

"Hello, this is the H.E.A.R.T. Clinic," a female voice spoke on the phone. "Mr Osborn, you wanted to schedule an appointment for tomorrow, correct?"

"Yes," Harry put down the phone for a second. "Gwen, I gotta go."

"No problem," she nodded.

"See ya," Harry put the phone back up. "Yeah, about the appointment. Please wait, let me find a quieter spot."

* * *

"So, Oscorp made its move," at the Superior Force base, Octavia's thoughts consumed her. "A minor setback. Nevertheless, minor setbacks should be dealt with quickly, lest they become major."

"Please, allow me," Shocker knelt down in front of her. "I shall bring you this Hobgoblin without fail!"

"No, Alison," she placed her hand on his shoulder. "You are much more important than this. I have someone else in mind for the task."

In the training room, a group of men and women in tight black suits sparred against each other. Kicks, punches, and grabs were all exchanged in practiced combat, observed by a man in black combat gear sans helmet, his square-edged skull sporting a fair share of stitches, scars, and staples across his skin.

He watched the fights unfold with a confident smirk, arms folded behind his back.

"Not bad, that kick could use a bit more strength... he needed to react faster to the grab... no, she just had to punch him first, now she's in a hold... amateurs," he mused.

Once five winners of the sparring emerged, he clapped his hands, gathering their attention his way.

"Okay now, you five," he stepped onto the karate mat. "We're going to do a 5-man kumite. All of you one after another. Which one's the first?"

One woman answered his question with a dash forward, her arm outstretched in a straight punch. The scarred man met her attack with a quick step to the side, as inertia kept her in motion.

"Attacking without warning, not bad," he delivered a chop to her back. "But you shouldn't go for something this obvious."

The second man assumed his position, then entered a forward stance without attacking. The scarred man delivered a punch on his left, only to stop at the last moment and instead hit him from the right.

"Being too defensive," he kicked him off the mat with a forward kick. "Is not a panacea either."

The next two men entered the mat from the opposite sides, both engaging in a grab. He ducked between them both, his circular sweep knocking them away.

"Strength in numbers is fine, but you two are just too slow," he blocked the next punch with his forearm, coming from the fifth contender, Maria.

"Nice, but..." having to block another punch with his other forearm interrupted his thought. "Huh, this one's been paying attention."

He went for a shoulder bash as retaliation, but his opponent backed away. Instead of countering a stance, he simply threw himself at her at a quick pace. His sheer bulk knocked the wind out of her before she had time to think up an effective response. Without warning, he pulled out a knife, touching the tip against her throat.

"What the *&^%?!" Maria froze in place. "This is a karate spar, there are rules!"

He held her gaze for a moment, then laughed as he put his knife away.

"Good work, but this isn't a competition, it's life-or-death combat. You should be practicing for that, not a sparring match. Forget that old joke, always, always bring a knife to a fist fight."

"Hammerhead, you're needed in the control room," a voice spoke through a loudspeaker. "This is a Level-1 directive, report immediately."

"Looks like that's my cue," he holstered the knife. "Session's over, good job all around. Go get yourselves something healthy for a lunch."

He left the room in a brisk but steady pace, jogging through the corridor without quickening his stride.

"Soldiers, huh?" he whispered to himself. "More like kids dying for a foolish dream. At least it pays..."

"You wanted to see me, leader?" he gave her a slow salute. "Got a mission for ol' Hammerhead?"

"As a matter of fact, yes," the monitors displayed photographs of the Hobgoblin taken by amateur smartphones. "This man is interfering with our operations."

"Looks like some kid in a trashy costume," Hammerhead sighed. "The city's full of 'em these days."

"This one's been hired by Oscorp to protect the Conglomerate from us," Octavia maintained a calm tone. "I want him dead, and I want the name of his buyer. Here is how it shall be done..."

* * *

On the next day, the H.E.A.R.T. clinic had a steady flock of patients. Joyce, their receptionist gave an impartial, if well-meant smile to each as they came and went by the dozens. At the sight of two trenchcoated men standing beside Harry Osborn however, it grew more genuine.

"Mister Osborn, it's good to see you."

His donations had been welcomed by all the staff. The money was sorely-needed to keep bedding and equipment clean and repaired.

"Just, Harry will do, mam. I'm here for a scheduled visit," Harry said. "I wish to see my mother."

"O-of course," she nodded. "Let me just get Dr Wirtham," Joice stepped out of the lobby.

For reasons she couldn't place but was nonetheless certain of, since Harry's promotion there had been fewer victims suffering severe burns or bullets coming in for emergency care. Yet came they did, (each day brought new wounds to clean, more bodies to wrap), but it was a comfort all the same.

As she left, one of the two pulled out a cigar, the other a lighter to share a smoke in the lobby.

"Put that away," Harry snapped his fingers impatiently. "We're in a hospital."

"Sorry, my Don," one of them hid the cigarette pack. "If I may ask..."

"Ask away," Harry nodded.

"Why did you send the Hobgoblin?" the man fixed his hat. "It was just five guys. We could have taken care of it just fine."

 _He has a point. You have people under you now, you don't have to risk everything yourself._

"No, it had to be the Hobgoblin," Harry shook his head. "They have killed our men. My men. They needed to become an example."

"But the Hobgoblin didn't kill them," the man raised an eyebrow. "If he wanted an example, why get them arrested instead?"

"Silvermane entrusted me with this power," Harry's tone lowered. "So many people wanted me to be here...I'm not about to let them down. But it will not come at the cost of senseless bloodshed."

"Mr Osborn, everything is ready," Dr Wirtham walked over to them.

In his doctor's coat and gloves and the calm, deliberate way he spoke, there was an air of professionalism about him. This wasn't unusual in his job description, but what set Elias apart was his confidence. Below his coat, he kept to the same blue shirt and casual jeans, it was a way to remind his patients there was a human being beneath the doctor's orders. In Harry's opinion, his keen black-eyed gaze only strengthened the impression.

For his mother, there was no one else worthy.

"Please follow me."

"Thank you, Dr Wirtham," Harry turned to his two companions. "Please stay here and wait for me."

"But sir..."

"I said stay here, please," Harry's smile was calm, if slightly forced. "It's fine."

The flowers were beginning to wilt. He gently unwrapped the replacements he'd bought and put them in a glass by her side.

"Mother? It's Harry again. I brought you more sunflowers, I hope you like them."

"How is she?" Harry sat down on a chair near the hospital bed. On it, Emilia still laid with her eyes closed, not responding to his presence.

She was breathing, short but steadily.

"I won't lie to you," Wirtham sighed. "No improvement so far. Not worse, but she isn't doing any better"

He looked at the glass again.

 _How many times..._

"N-nobody came, did they?" it was a simple question.

"I'm sorry", Elias began.

"All her work, all the things she's done for me, for the company, and nobody came. They..." there was a wetness in his eyes he tried to brush away. "They didn't...didn't even bring her flowers..."

"If I weren't here, they'd just rot. Wouldn't they," he looked at Wirtham for confirmation.

"Wouldn't they!? he was shouting now, uncaring if anyone heard.

"Shhh..." he felt the doctor's hand gently placed on his shoulder.

"I..." he took a breath to calm himself. "Dr Wirtham, could you give us a minute?"

He left without a word.

* * *

"Mother," Harry took her hand.

"I'm sorry you had to hear that. But," he paused.

"But I've come to you with good news!" he made his tone as enthusiastic as he could. "The board members accepted my Hobgoblin project."

"I know..." his voice lowered. "I know you would not approve of something like this. It's dangerous, costly, and... on top of that, using a name so close to his..."

"But," his grip on Emilia's hand tightened. "Do not worry. No matter what, I will not stray from my goal. He, whoever he is...I swear he shall pay for every second of your pain."

"I know what you're thinking now, mother," Harry took her hand in both of his. "I'm not obsessed with revenge. That is not my only goal."

"I'll make you proud," he released her hand. "Just you wait."

For the first time in two months, Harry left the hospital room feeling better than he'd arrived.

On the way out, he spotted Jonah Jameson, directing John's wheelchair. They both were dressed in sharp gray suits, identical at a glance.

"Whoa, Harry?" Jonah stopped. "Didn't expect to see you here, kiddo."

"Just visiting mom, you know how it is," Harry offered a handshake. "And you sir? What are you doing here?"

"Trying to see if this place is any good," Jonah accepted the handshake. "You shouldn't give up. When you give up, things like Mysterio happen, you know?"

 _All too well._

"Is it still about the legs?" Harry turned to John. "Do you really want this?"

"Of course he does!" Jonah said emphatically.

"Please," Harry kept his eyes on John. "Let him answer for himself."

"I do," John nodded. "I want to walk again. But it's more than that."

"It's more than just the legs," Harry nodded. "It's a rare, paralyzing muscle atrophy. Treatments exist to halt the disease's progress, but a cure is unknown. If left to progress, the nerves in your legs will lose all motor skills and sensation. And could continue to spread through your body."

"Yes," John agreed without any hesitation.

"Mr Jameson," Harry turned to Jonah. "May I speak with your son in private?"

John's father looked surprise, as well as he might. "If he's okay with this..." Jonah started.

"Sure, I want to know what Mr Osborn's got to say," John nodded.

 _Mr Osborn, huh... will we ever get used to it?_

Harry led the wheelchair away from Jonah.

 _Here goes nothing._

"I don't have a cure exactly, but I believe I can create the next best thing," Harry gave his smartphone to John. On it, there were detailed schematics for a full-body cybernetic suit.

John flipped through the images one-by-one, his expression changing from bemusement to a growing excitement as he meticulously looked over its contents.

"This... where did you get this?" finally, he uttered. "These schematics are... near-flawless. It's like something that came out of Stark Industries."

"I knew you'd say that," Harry nodded. "I've read your blog. Actually, I'm a big fan."

"The CEO of Oscorp is a fan of my blog?" John smiled. "This day just keeps getting weirder."

"Give me a break," Harry let out a laugh. "I became the CEO a few months ago, and I'm already alienating the common folk."

John was too engrossed in the schematics to respond.

"I still need to secure a few payments to start the funding, but you'll have complete knowledge of the project as it develops."

He looked over the design a second, third, and fourth time before handing the phone back to Harry.

He had but one question.

"What's the catch?"

"Mister Jameson, I don't..."

John made a cutting motion with his hand, as if to say "cut the bull and tell me."

"Any time a businessman gives you an offer too good to be true, it usually is. Or when it is, comes with a lot of strings attached. Out with it, Mr Osborn."

 _Don't lead him on, be honest._

"He he he... you got me there," Harry nodded with a smile. "Like I said, I'm a fan of your blog. Your knowledge is considerable, you'd have a Masters in Astrophysics if you had the money for the classes. I'd like to have you on my staff as an intern."

"Delivering coffee to everyone might be a bit difficult with my condition I imagine..." John shook his head.

"No, no," Harry hastily corrected. "I mean an actual intern, not what billionaires usually mean by that word. I'm sorry, I..."

"Hey, it's okay," John offered a handshake. "Just a joke. No need to go all PR damage control on me."

"I wasn't..." Harry noticed the offered hand. "So... are you on board?"

"I will have access to every scrap of information on this?"

"Well, aside from all the boring tax..."

"Every scrap of information," he repeated.

"Without question. And you're free to terminate the offer at any time if you so choose. No strings attached."

"Absolutely," John gave him a nod. "You are doing something great here."

After exchanging a firm handshake, Harry and John returned to the elder Jameson.

"Hey dad, guess what, I got a job!" John gave Jonah a signed contract.

"Wait, what?!" Jonah read the paper. "Internship? At Oscorp? Paid?! How in the blazes of Mt Etna did you do this?"

"I guess I'm on a roll today."

 _Was that a pun?_

His son looked at him with an utterly blank expression, before bursting into laughter.

"There's... something for you, Mr Jameson, as well," Harry handed him another paper. "Now I think, I should go. Take care, both of you."

Harry gave them both a nod and left Jameson with the papers. Jonah opened the paper meant for him. The first thing to catch his eye was the title:

"Hobgoblin; Hero, not Menace!"

"With Hobgoblin having a presence in the press," Harry walked along the corridor. "Once word gets out, Green Goblin will be sure to hear that someone's stealing his image."

 _He'll act, and hunt you down._

"I'm counting on it," Harry clenched his fists. "Once I fish him out, it'll just be a matter of..."

 _Killing him, right? You think you're ready to kill?_

"I... I am," Harry stopped. "Wearing his own mask, I'll see he's finished."

 _There's something you haven't told John..._

"I know..."

 _That was more than just a suit, Harry._

 _But I'm still helping him. That is completely true. He needs this._

Thankfully, his phone rang before he could continue the thought.

"Sir?" a male voice spoke on the other end. "We're in the middle of a uh, situation here. East side station..."

* * *

The station stood out from others of its kind by virtue of being all but empty. Its lone occupants stood on the roof, browsing through their phones as they took a smoke.

"What's so important that Carter needs us to safeguard in this empty place? We haven't seen action in months. Not since that laser gun fiasco."

"You want action?" a man sighed. "I don't. That giant rhino thing might get us killed or something. Being an officer is just a job, Sure as hell ain't worth getting splattered through a stop sign over."

He dropped his cigar, just in time to see the four laser sights aimed at him, four more at his partner.

"What the..." they both whipped out their revolvers at the eight Superior Force soldiers aiming from the roof's opposite side.

"Stand down," one of the soldiers stepped forward. "You don't want to die for a few blueprints."

"What're you talking about?" the cop said.

"You don't know?" the soldier laughed. "I guess Carter doesn't tell you grunts anything."

"Oh, I get it now," the other cop nodded. "You're after what's inside. Forget about..."

A bullet from above pierced through her neck, sending her limp body over the edge. The man, who only had time to see her fall, joined her as he met a similar fate through his skull.

"Boring conversation anyway," Hammerhead said through a soldier's radio. "Just get the blueprints and get out of there."

Hearing the two shots ring out, a trenchcoat stepped out from the top floor's office and quickly dialed his phone.

"Sir? We're in the middle of a uh, situation here. East side station..."

A shot from the back sent the phone flying out of his hand, the second silenced him.

"Damn, he got a call in!" Hammerhead instructed the soldiers entering the offices. "Assume reinforcements are on the way."

One by one, they searched through the desks and computers, until they found a series of blueprints titled "the Raft".

"Sir, we got the prints," a soldier said into the radio.

"Great work," Hammerhead replied. "Get out of there."

"Eight goons for a few sheets of paper? Tch, I can see how confident Octavia is when she sends out the B-team."

The soldiers formed a perimeter, searching for the source. In spite of their flashlights and visors, Spider-Woman remained undetected behind a wall of office cubicles.

"Figured it would happen," Hammerhead said on the radio. "Though I expected the other one. Disperse and fish her out, I'll land the killing shot."

"Yes, sir," they broke the circle, running between the offices in search of Spider-Woman. From another rooftop, Hammerhead knelt down, sweeping the area through his PSG-1 rifle's scope.

"Hey, Spider-Woman!" one soldier shouted. "We're the good guys here. You don't know what's going on in that prison!"

"I heard that one before!" Spider-Woman sucker-punched him from the side, then rolled away before the bullets could hit her. She hid away from the searching party, but she'd neglected to consider her spot was perfectly visible through an office window.

"Gotcha!" Hammerhead pulled the trigger. Spider-Woman ran, milliseconds away from the impact.

"There's no mistake..." Hammerhead grumbled. "She saw that shot coming. A change of tactics is in order..."

He turned his head away from the scope just in time to see a razor slice it off, now spinning through the air as he ducked, narrowly avoiding a second projectile.

"You can't hide there, buddy," Hobgoblin's cackle was punctuated by the blue bomb rolling Hammerhead's way. Without waiting for the flash to blind him, Hammerhead dashed to the side, Beretta pistol ready to aim at his current target.

"You got a lot of nerve trying to..." Hammerhead noticed Hobgoblin covering himself with... his cloak?

"Damn it, I knew you were a weirdo, but this?"

"Whatever, die already," Hammerhead fired at the cloak. Much to his surprise, the material hardened, forming the shape of a wing, protecting him from its force, the bullet harmlessly bouncing from his back.

 _Phew, thank everything, the cloak works._

"Die already?" the Hobgoblin held the wing in front of himself, while moving closer to Hammerhead. "Is that how my first villain is going to banter?"

"I mean, come on, at least call me a do-gooder," Hobgoblin loosened the cape again, which let him strike Hammerhead with a punch.

"Do-gooders don't exist," Hammerhead avoided the punch by the skin of his teeth. "Only do-for-yourselfers. But that ain't so catchy."

"Who shaved your hair?" the Hobgoblin fired an electric blast at Hammerhead, deflecting it away as he grabbed him by the wrist. "I mean..."

The Hobgoblin stopped when he found his chin right above the barrel of the pistol. His first instinct was to use the other hand to blast Hammerhead away, yet his senses buzzed against such an instinct.

 _If you attack him now, he still might get a shot through. Stay composed. Don't let him know he got you. Keep him talking, they always talk._

"Oops?" he let out a laugh. "How about a..."

"Yeah, oops," Hammerhead grinned. "Goodbye, kiddo."

What happened next was too fast for Harry to comprehend.

First, he sent a shock coursing through his hand, the jolt of pain flinching Hammerhead back. Unfortunately for Harry, the gun hadn't left his site, still primed to go off. There was a moment's panic before the bullet left the chamber, ready to hit Hobgoblin's forehead, that was until a stray web caught it instead.

Before he had the chance to reload, the Hobgoblin tied Hammerhead's legs with bolas knocking him to the ground. At the same time, two webs ensnared his hands to the roof, leaving him in an awkward position.

"That's why you don't interrupt," Hobgoblin knelt down to deliver a light backhand to Hammerhead's face.

 _Huh? That felt like... metal._

"No, that's why you stay quiet before you know you've hit him. Trust me, I know."

Harry looked up to see Spider-Woman swinging from above.

"So, who might you be?" Spider-Woman jumped onto the rooftop. "You look familiar. In a bad way."

 _Spider-Woman? Here? There go our plans for a proper meeting._

"I'm just someone who wants to help," the Hobgoblin pointed at Hammerhead. "This man attempted to break into a police station. We have to apprehend him."

"Excuse me, we?" Spider-Woman stared him down eye to eye as much as it were possible from behind their masks. "You show up here, in this suspicious-looking garb, and expect me to cooperate?"

 _She's not going to trust you right off the bat. Do something to earn that._

"I work for Harry Osborn," the Hobgoblin said.

 _That'll do._

"For... Harry?" Spider-Woman paused. "Why would Harry... hire you?"

 _If I just tell her about Gwen..._

 _No, you're not supposed to know about Gwen. Someone she doesn't yet trust saying her name will make Spider-Woman think Gwen has become a target. Once that happens, she shall not hesitate. Be careful._

"For the same reason you work with a mutual friend... whom Harry refused to name."

"What would that be?" Spider-Woman's voice calmed. "Hoodies?"

"Ye... what?" the Hobgoblin's eyes widened. "Sure. Let's go with that. Hoodies. I mean, I am wearing one."

"So, you work for Harry Osborn?" Hammerhead growled. "Great, two kids playing at war with their big ideals. Cute."

"Save your speeches to the police," the Hobgoblin cut him off.

"Sorry, but no," Hammerhead shook his head. "You know, on a floor right below me, there's a contingency... by that I mean, enough C4 to level the entire floor with all of its miserable tenants. Might wanna go and disarm that?"

 _A bomb?!_

"Keep an eye on him!" Spider-Woman rushed inside the building.

"Wait, I'm going too!" the Hobgoblin ran after her.

"No, stay and guard the sniper man, whatever his name is!" Gwen ran through the corridor.

"Do you even know how to disarm a bomb?!" the Hobgoblin kept up the chase.

 _Do you? What even is your plan for this?_

They both reached the end of the corridor, no bomb in site.

"Do you see it anywhere?!" Spider-Woman searched the floor. So did the Hobgoblin, yet the only features of the floor they found were a fuse box and the doors to the apartments. Without a second thought, he ripped the cover off the fuse box.

 _What in the... what?_

The Hobgoblin stared at the contents of the fuse box. Instead of the C4, he found a cardboard cutout of a cartoon bomb with "C4" written on it in crayons.

"He tricked us!" Spider-Woman tore the cardboard apart. "I'm going to shove his head so far up his..."

By the time they got back, only a set of torn webs and bolas remained on the rooftop.

"You idiot! This is why you should have guarded him!" Spider-Woman turned to Hobgoblin.

"Me?!" he met her stare. "Why couldn't you guard him?!"

"Like I'd trust a goblin with an explosive!" she pointed at him. "How do I know you're telling the truth?! The last goblin I met claimed to stand for Harry too!"

 _So that's how it is._

"Fine," the Hobgoblin turned back. "If you won't believe me, maybe G... your friend will believe Harry himself. Tell her to meet... him."

He jumped from the rooftop, spreading his cape, hardening it into a wing that carried him along with the wind.

* * *

 _So long as you wear this mask, nobody can trust you._

"That's fine," the Hobgoblin landed in an alley. "When he is dead, the meaning behind this mask will change, as will the meaning to her legacy."

 _Legacy. What is a legacy?_

The Hobgoblin walked out of the alley, and into a street towards a tall black limousine parked near him. Through its black-tinted windows the Hobgoblin could still see its driver; Sergei Kravinoff, dressed in a sharp red suit, waving at the Hobgoblin in a casual fashion.

"It's planting seeds in a garden you never get to see," he mused.

 _He is where he said he would be. Reliable. That's something you'll need in the coming years._

"Nice to see you too, Kraven," the Hobgoblin entered the limousine from the windowless back. "How do you like the car?"

"Too flashy," Kraven grumbled. "You need something that sends the other car flying in the event of a crash."

"But think of the lawsuits," Hobgoblin removed his cape and armor bit by bit, until he could change into a black jacketless suit. The last to go was the mask.

"What are lawsuits to men like us?" Kraven laughed. "The hunter should not be concerned with the customs of the prey."

"As much as I appreciate the idea..." Harry moved to the middle of the car. "I have my own customs now."

"How did the mission go?" Kraven put away his Playgirl magazine.

"Horrible," Harry groaned. "The enemy escaped and I got tricked by an actual cardboard bomb. For the sake of fairness, so did Spider-Woman."

"Spider-Woman?" Kraven gave a loud belly laugh. "The determined, defiant, strong as a beast Spider-Woman? By a cardboard bomb? Really?"

"You've met?" Harry looked at Kraven.

"Yes, as a matter of fact, we have," Kraven nodded. "I had the misfortune of mistaking her for a mutant scorpion."

"That's rough," Harry shrugged. "Thank you for accepting my offer, by the way."

"I train you for months and you're only thanking me now?" Kraven grinned. "You're a harsh boss."

"Guilty as charged," Harry leant back on the seat.

 _Something's not ri..._

There was a loud bang. A force unseen pushed Harry to the floor. As he fell, shards of broken glass scratched his back one by one. Sharp, gutting pain followed as he struggled to find his breath.

His chest went numb from the left, he instinctively grabbed it, his hand coming away wet with blood.

 _N-no way..._

His vision blurred, his hearing grew hollow, before he tasted iron on his tongue and his mind went blank.

* * *

He opened his eyes to a cozy bedroom. The walls were a serene shade of green, On his desk, there was his favorite light, there to chase away the nightmares. On his bookshelf were all his favorite comics...the memories came flooding back to him. It was the room he remembered as a child.

"How am I back here? Just a second ago, I was..."

"Is something wrong, Harold?"

There she was. The image of Emilia Osborn, dressed in a green nightgown, rubbing the drowsiness from her eyes. The wrinkles of age and stress he'd grown used to for the last six years were nowhere to be found.

 _M-mother?!_

 _T-that's... that's impossible!_

"Did you have a nightmare again?" she yawned. "You should just leave a light on, you know."

 _None of this makes sense, how... how can this be happening?_

"What is going on, mother?" Harry's body shook. "You were in a coma, I saw you with my own eyes! You...you wouldn't wake up..."

"Don't be silly, Harry," she walked over to him, wrapping her hands around his shoulders. "You never put me in a coma, remember?"

He laughed at the thought.

"Thank God..." Harry closed his eyes to hold back the tears, feeling a smile play across his lips.

"If you're back, everything will be alright... I know I can do anything if you're still here."

He got to his feet, intending to give her a warm hug.

That's when he looked down. Blood dripped from his knees, splashing to the floor in crimson droplets.

"You killed me."

"Her smiling lips pealed back, exposing a set of rotting, broken teeth that snarled at him.

Her face grew pinched and taught, her skin rough as bark.

Her eyes shriveled until they grew hard and small, rolling out of her sockets and splashing the blood-soaked floor.

"Mother... I'm sorry... I didn't know..."

"You must pay for your sins, my son!" Her skin cracked, crumbling to dust before his eyes. Her clawed hands scrambled for his throat, breaking the skin and drawing more blood. He pushed her away, screaming.

The thing tried to get to its feet, but fell as its bones snapped like broken twigs, leaving her to drown, thrashing and groaning in his pool of blood.

There was one last, bellowing scream, the sound of something shattering, and then...

Silence.

He fell to his knees, crying tears of blood.

 _Am I... alive?_

He opened his eyes once more, now greeted by the vision of a grassy field underneath a dark clouded sky, the grass below and the sky above, as far as the eye could see.

He stepped forward, intending to explore his new surroundings, but a strong gale of wind pushed him back.

He tried to run, but the wind grew stronger, howling in his ears.

He stopped, instead accepting the pull of the wind, letting it carry him across the fields of green.

There was no change in scenery, an infinity of gray and green wherever he looked.

"Where am I going?" he whispered, still floating by the wind's pull like a puppet on its string, until he saw a stone jutting out from the ground.

"Aaah!" he fell, landing on its worn surface. The edges had been sanded away by the gusts of centuries, leaving a misshapen lump of stone. There was something written into the rock, but it was hard to make out.

He crawled until his nose was pressed against the inscription. He wiped away the clumps of dry moss. Squinting in the dim light, he was just able to read it:

"Norman Virgil Osborn

1959-2009.

The last of the Osborns."

"But... what about me?" Harry got up to his knees.

"What about you?" a distorted voice said from behind Harry. He sprung back on his feet to see the source. It was a black silhouette, flat like an image, blurred and twisted, turning into static every few seconds.

"We entrusted all our hopes to you." alongside it, other silhouettes of similar appearance encircled Harry.

"We gave you all the means to realize them," another intoned.

"And in the end, you let us down," they spoke in unison.

"This isn't the end!" Harry held his head high, meeting the void encircling him head on. "I will find a way out of this!"

"Not like that, you won't," a high-pitched voice cackled.

"You!" Harry recognized the source right away, his fears confirmed by the yellow glow in the sky. "Show yourself, you monster!"

"I think... not," the voice echoed through the entire field as the grass around Harry withered bit by bit. "I mean, even if I did, what would you do about it? You're dead."

"I'm... dead?" Harry pressed his hand against his chest, feeling blood from the wound continue to flow. "No! It's too soon!"

Harry's expression became a defiant glare, as he pressed his hand against his chest.

The wind blew, the blackened grass blowing away like dust.

"You have lived as a puppet, and you will die as a puppet," the voice echoed in Harry's ears.

"I am no puppet!" Harry screamed into the sky, as small embers formed on the ground. "Everything my mother did, she did for me, so I could realize her dreams, and the dreams of my father. I am her son and heir!"

"You're weak," the voice laughed. "Their dreams will never, be realized by someone as weak as you. All you will ever have is, nothing."

"The world. Mother always said that the world will be mine. I've never understood what she meant, until that day. That day I saw the city lights from above. To better the world... that's what it means to have it. The world... will be mine!"

"Everyone thinks, they can do it," the voice changed into a low pitch. "What makes you different?"

"So many sacrifices... just so I would reach where I am now. With this wealth, this power, I have the means to change this gang-ridden city! I alone can do it, because..."

He stopped himself mid-sentence. The words he held in his mind were not his own.

Instead, he watched the embers around him spark into flames, burning the dead grass into an inferno around him and cover the sky in smoke, save the visage of a burning skull, judging him with its rictus grin.

"Because... someone has to," he closed his eyes as the raging fire drowned his whispers. From inside the burning circle, another silhouette emerged.

"At this very moment, you are about to die," it spoke with Emilia's voice. "What will you do?"

"You're right, mother," Harry gripped his wound once more. "Even with his accursed gift, I wasn't strong enough. If I had more, I could..."

"There's more to the Osborn blood than you realize," it drew closer to Harry. "You have only awakened a tiny fraction of its power."

"If I could be stronger, I could do even more..." Harry stepped forward. "How... how do I have more?"

"Choose it," the voices spoke in perfect chorus. "Choose your legacy."

The flames drew near, inches away from consuming Harry and the world around him.

"Become our hopes."

The flames covered his body from below, yet he felt no pain, only a sense of anticipation.

"Become our dreams."

The flames covered his head last. Harry Osborn accepted its warmth gratefully.

"Become the avatar of the Beast!"

* * *

"Harry's condition has stabilized," Joyce smiled at the H.E.A.R.T. clinic reception. "He's going to be fine."

"Oh, thank *&^%," Gwen wiped the sweat off her forehead. "Can I see him now?"

"I'll have to ask Doctor Harrow about that," she picked up a landline phone. "Doctor Harrow, patient Harold Osborn has visitors, is it alright to let them through? Doctor Harrow?"

The phone on the other end dangled from Dr Harrow's desk, his body dripping with blood beneath his desk, the coat and surgery mask worn by Hammerhead.

"I've had enough of shots turning weird," he exited the office. "Time for a more hands-on approach."

He reached to a room at the end of the corridor. Upon opening it, he saw Harry's unconscious body lying on a hospital bed, covered with a white blanket, sans neck and head.

"Like a baby," Hammerhead locked the door behind himself. "I should just report you to Octavia...but this is far more reliable."

Hammerhead took out his knife, ready to deliver one final stab, when he felt a surge of heat.

"Who turned up the heater in here..." Hammerhead began to sweat. "Wait a minute, this room doesn't have a heater."

"Aargh..." Harry's teeth clenched. "Nngh..."

Harry's skin trembled around his head, vain's throbbing with suppressed tension. Unable to resist it any longer, he let the energy release.

His flesh retracted, letting a harder, leather-like green flesh caress his body. It unfolded, pushing against his bones as it almost seemed to crawl from his body, covering him in something stronger, better.

Within seconds, it molded around his right eye and cheek, wrapped around his neck and shoulder, reaching the tips of his left hand like a glove.

"The *&^% is this..." Hammerhead froze up, unable to move.

Before Hammerhead knew it, the fire alarm sprinklers had activated. The spout of water did nothing to lower the heat, instead Harry's blanket caught a few stray embers, quickly letting it burn.

"I don't get paid enough for this," Hammerhead reached for the door, but the lock nearly burnt his hand. "*&^%..."

The impact of an oncoming force slammed him face-first into the door. The glass shattering without a visible wound on Hammerhead. Even so, it took him a few precious seconds to recover his balance and get a grip on his pistol.

"You!" a distorted voice filled the room. The hospital bed was knocked to one side, smashing against the wall, now reduced to a charred block of metal.

Hammerhead watched what had become of Harry. His body stood in the ring of fire with his eyes closed, his clothes burned to ash, yet his skin bore no wound.

Harry's expression lacked any visible emotion. Not a twitch of movement gave anything away. Instead, his shoulder convulsed, shaking until with a wet crunch, a series of spikes protruded out from his bones.

His fingernails were the next to go, morphing into jagged claws that flexed experimentally, testing their newfound freedom.

"Dear God..." Hammerhead could only look on in horror, all his professionalism gone, replaced by chills of fear.

His right eye bulged, contorting until it looked as though it would burst from his socket. Instead, a bright yellow glow gleamed from it.

His burning gaze was now dead set on Hammerhead.

"To hell with this!" he fired every round he had into Harry. The bullets bounced from his skin, falling to the floor in soft clinks.

His trembling hand tried to hold his weapon, but his fear and sweat conspired to let it slip from his grasp. He ran toward the abomination, aiming to stab through his shoulder with his knife.

As he feared, it failed to penetrate, falling harmlessly off his skin.

"But I shot you before, how can you... aaaargh!" Harry grabbed Hammerhead's knife arm by the wrist. He dropped the weapon, screaming as his skin blistered and swelled from his touch.

In one swift motion, Harry tossed him across the room.

"Raaaargh!" Hammerhead fell onto the hot metal of the hospital bed remains, screaming as it scorched his back. He landed on his knees, desperately seeking a weapon beneath his burning coat. He found a set of three grenades, attached to one pin he quickly tore away.

"Choke on this, you satanic..." he tossed the grenades in Harry's direction. In an instant, faster than he could see, Harry swiped them back in his direction, sending Hammerhead scrambling for purchase as he leapt from the explosion.

"N-no!" Hammerhead coughed blood, desperately trying to slide back on his feet. His hands could no longer move, his knees trembled, ready to drop him at any minute.

Harry walked toward him, taking slow, deliberate steps, extinguishing small flames with every movement.

His clawed arm was raised high, its flames concentrating just above the open hand, forming a large ball of fire. With his other hand, he grabbed Hammerhead's limp body by the collar, then raised it above his head.

Hammerhead's eyes had already closed by that point. It would take one touch to end his life. Harry gazed at his helpless enemy with the same lifeless expression, inching his burning hand closer.

"Holy crap, someone call the fire department!" he heard voices from the corridor.

"And the police too!" another voice shouted.

"Harry!" the last voice belonged to...

"G... wen..." Harry's lips uttered a foreign sound, a nonsense syllable that might have possessed a strange meaning in the recesses of his mind.

He stared dumbly at the form of Hammerhead, then looked around him in bewilderment. He let go of Hammerhead's unconscious body. His right hand ceased to burn, as did the room around him.

"Harry? Harry!" Gwen cried, kicking down the door. Her childhood friend lay on the floor, quietly breathing without a scratch to mar his body, soundly asleep beside the unconscious form of Hammerhead on a bed of ash.

 **The End**

 **Scapolite here.**

 **We're sorry, the Daredevil spinoff will have to be delayed for a short time.**

 **We'll have it soon, in the meantime, the chapter is up first.**


	18. Conspirators

**Disclaimer: ...**

 **#18:Conspirators**

Amid the crowd of scientists, engineers, secretaries, and cleaning staff, he felt fragile and small. He would have been swept aside in the commotion, losing himself in the hustle and bustle of Oscorp.

But the firm grasp of his father's hand kept him steady, a pillar that stood firm against the crashing of person-shaped waves.

Norman Osborn stood tall and proud, but not arrogantly so. Aside from his stature, there was little to distinguish him from his personnel; a white labcoat worn beneath an inexpensive green suit, a company badge, and clean gloves. The boy trailing behind him wore a tailored black suit, standing out sharply from the sea of uniforms.

"Mom said I should be busy studying..." he spoke hesitantly, his pre-teen voice cracking with nervous energy.

He darted a look behind him, expecting to see his mother's disapproving face.

"These walks are important, my boy," Norman replied in a soft but unyielding tone. "You've gotta know your home, and all the neighbors whose hard work it takes to keep it afloat."

Norman turned around the corner, finding a lone elderly janitor in blue overalls, washing the floor with a grim expression on his face.

"Hey there. Sterns, wasn't it?" Norman smiled slightly.

"What, who?" the old man turned in surprise, dropping his mop in the process.

"Oh, Mr Osborn, sir, I'm sorry..."

"Hey, it's alright, Mr Sterns. Is something the matter?"

"O-of course not... just on my shift." The smile he returned was stiff.

"Well, if there's anything you need, please come and see me," he started to walk past him, but paused at the sound of his mumbled reply.

"Wait, sir!" Norman faced the janitor. "I-I do need help. My son is graduating high school soon. He's a bright boy, damn smart kid, is about to graduate with a 3.9 average. But I can't afford him a college... and with my work load, I can't go to his graduation."

"He doesn't have any other family?" Norman stopped.

"No," Sterns looked away. "I wish he didn't have to rely on such a useless..."

"When's his ceremony?" Norman interrupted him.

"It's on... next Tuesday in Midtown High," Sterns gave a confused look. "Why do you ask?"

"Because I'm going to attend it. I want to see your kid for myself. If he's as good as you say, Oscorp could give him a grant. We're always looking for fresh blood."

"Y-you would do that for me?" Sterns's jaw dropped.

"Of course," Norman turned back. "Don't worry about Tuesday's shift. See you there, Mr Sterns."

This left Harry bewildered. He hadn't noticed the janitor at all: people like him were just cogs, unimportant, invisible to the likes of him.

"Dad?" he tugged at his father's sleeve. "Why did you do that?"

"My boy," Norman looked down to face his son. "Why are you confused?"

"I..." Harry's voice trembled. "He was just a nobody."

"Harry, look outside," Norman pointed to a window. "What do you see?"

Harry stepped towards the window. From the outside, the glare of the rising sun made him blink. Looking down, the early morning light bathed the streets copper and gold.

There were buildings, some tall, some short. Helicopters and airplanes, spreading trails of vapor into the sky. Far below, the faint impressions of cars covered the streets.

"I see the city..." Harry muttered. "It looks good."

"Do you see anything else?"

"No," Harry shook his head. "What should I see, dad?"

"The people, my boy," Norman directed Harry's eyes below. "In every building, every car, and filling the streets, everyone lives their own struggles and successes. Some more, some less."

"But they are too small..." Harry pressed his hands on the window. "I can't see anyone."

"No one is too small," Norman handed him a camera. "It's just a matter of perspective."

Harry zoomed in the camera. With its help, he could see the people below as little specs moving by the streets. They looked like indistinct dots of motion, no matter how far he zoomed in the camera's focus.

"Still too small..." Harry lowered the camera. "What's the point? Mom says only great people like us matter."

"She's... wrong," Norman sighed. "The notion of great people is a myth. People can do great things, but that's not enough to make them great. Some are lucky, and struggle less for the chance to do great things. Some, like your mother and I, worked hard for it. And most work even harder, and never succeed."

"Mom says it's because they aren't strong enough..." Harry held the camera in his tiny hands.

"Strength is not everything..."

"But Gwen is strong!" Harry frowned. "I want to be like her!"

Norman considered his son for a moment. Then nodded.

"Of course you would!" Norman laughed, ruffling his son's hair. "You are my boy after all."

Harry smiled.

"Harry," Norman put a hand on Harry's shoulder, he spoke gravely, catching the young Osborn by surprise. "What are you going to do with that strength?"

"I'm gonna... gonna..." Harry paused. "Uh, I'm gonna be strong? Can I just be strong?"

"Being strong for the sake of it has no meaning," Norman shook his head. "Strength is just a means to an end. Some use it to hurt others. Some to help them, or... don't use it at all."

"You're strong, dad. What are you using it for?"

"Me?" Norman stood up. He switched his gaze to the window, appraising the city below.

"Have you heard someone say "life isn't fair", Harry?"

"Yes."

"Good. Because it's true."

"Why?" He was taken aback by that.

"Because," Norman spoke quietly, forcing Harry to listen closely. "There are people with too much strength out there. Power, in of itself is not a bad thing. But what these people are doing with it is... very bad. The world isn't fair, but that's why I'm here. I want to give that strength to the people, for those that have suffered too much."

"That sounds good," Harry looked at his father with a newfound respect.

"But even if people like me have the strength to help, we can hurt others in the process."

"If they want to help... how do they hurt?" Harry was confused.

"Pride," Norman lowered his head. "They start to think their strength gives them all the answers. It blinds us with our own ambition. That is why, even if you're strong, you can't allow your strength to guide you, Harry. With great power..."

* * *

"Harry? Are you okay? Harry, wake up!"

"Gah!" he awoke with a start, throwing his hospital sheets.

"H-hey!" Gwen, who'd been sitting near his bed in a chair waiting for her friend's recovery now resembled a green ghost. In her attempt to untangle her newest foe, she fell off the chair in a heap.

The sheets wriggled around her body, bunching until it seemed as if she'd be swallowed whole.

"Get it off me!" in desperation, she flipped the sheet behind her, sending her new arch-nemesis to the floor. She grinned in triumph.

"Gwen?" Harry rubbed his eyes to make sure he wasn't seeing things. "Is that you?"

"What?" she shrugged her shoulders. "I just came to vis... uh..."

It was then that common sense returned to Gwen; Harry's hospital gown hadn't been replaced yet, and with the sheet on the floor, her childhood friend was completely naked.

She couldn't resist a peak.

"What?" Harry raised an eyebrow.

 _When did he get so... buff..._

"Mr Osborn, if you don't mind, I'd like to ask you some que..." Jean DeWolff opened the door. The sight of a naked Harry on his bed and a flustered Gwen in her chair had given her pause.

"If you're going to do... that, I wouldn't recommend a public hospital where the doors can't be locked," she stepped back a pace. "But if that's your thing, I'm not gonna judge..."

"N-no!" Gwen waved away the implication with both hands, flustered by the idea. "It's not what it looks like!"

"I mean, you're childhood friends, aren't you?" Jean gave an innocuous smirk. "That kind of thing can escala..."

Harry just watched the embarrassment unfold, trying his best not to laugh.

"Jean, for the love of *&^%, stop that thought at once!" Gwen's face turned red as cherries.

"And you," she turned to Harry. "Put something on!"

Just in time, Jean threw him his bed sheet back. Before it could cover most of his body, Gwen noticed a scar on the right side of his chest, a wavering, flame-like pattern of scarlet tissue.

 _I thought he was shot. Unless that's some sick tattoo, I don't see how..._

"So, as I was saying," Jean sat down on a chair next to Gwen. "I am here to ask you some questions."

"What would you like to know, officer?" Harry lost his smile.

"About what at this point is a double attempt on your life," Jean prepared her notes. "Don't worry, we captured the perpetrator."

"You did?" Harry sighed in relief. "That means he's not..."

"He's not what?" Gwen asked.

"He's not... g-getting away with this," Harry looked away. "The city has more crime than it can handle right now."

"I agree with that," Jean held her pen. "Please, tell me what happened."

"I..." Harry took a deep breath. "I was just on my way home, when I was shot. I... did not see the shooter. I woke up... here, next to that other man."

"So you don't remember anything about the fire," Jean wrote in her notes. "I see. Do you have any idea who would target you?"

"I don't know," Harry shook his head. "I mean sure, I have business rivals, but a hitman? That's, uh, new."

"That will be all for today, then," Jean got up from her chair. "Call us if you remember anything else."

"Of course," Harry said before she left the room.

"I'm so *&^% glad you're okay," Gwen sighed in relief. "I got scared to death when I heard you've been *&^% shot. Then the fire and everything, I'm just... I'm just happy you're alive."

"Yeah..." Harry nodded. "One weird thing after another. It's only been a few months after the kidnapping, and yet..."

 _Something about all of this doesn't click. There was a fire, and yet he's completely unharmed. And how did a gunshot leave a scar like that?_

 _Come to think of it, we know of someone else who happens to be bulletproof..._

 _Could it be..._

 _No way. Harry is just a kid, there is no way in hell that would ever be possible._

 _Yet the Hobgoblin said he works for him. We should ask him about that._

"There is something that bothers me," Gwen said. "Spider-Woman... told me... there is another goblin."

"She told you, huh?" Harry raised an eyebrow. "That's odd..."

 _* &^%! %^&*!_

"Did she say anything else about him?" Harry continued.

"She said... he was working for you," Gwen tried to maintain her cool. "That can't be true, can it?"

"Oh, it's just that," Harry nodded. "Yes. Yes, the Hobgoblin does work for me."

 _It's true? But then..._

"Why?!" Gwen almost jumped out of her chair. "After all the Green Goblin has done, why would you employ another like him?! And I don't even mean it in a subtle sense. The guy literally dresses like him and bears a similar name. It's like they're related or something!"

"Trust me, the Hobgoblin is nothing like him," Harry clenched the bed sheet, his unblinking eyes met Gwen's. "He... he wants to see the Green Goblin de... defeated as much as I do."

"As for the costume," Harry continued. "That was my idea. I gave him the armor and the weapons. All of this doesn't belong to the Green Goblin. It belongs to me."

 _Anyone in a position like that will have enemies. Powerful ones._

"Are you sure you can trust him?" Gwen sat back down with her head lowered. "Are you absolutely, positively, one-hundred-and-one percent certain?"

"Yes," Harry nodded without hesitation. "Don't worry. I know who he is, and there is no one on Earth I'd rather trust."

 _Perhaps, the Hobgoblin was telling the truth after all._

"Sorry for yelling at you," Gwen said. "I'll be going now, you need your rest. We'll talk later, okay?"

"No problem," Harry laid back on the bed as Gwen left. "See you later, Gwen."

Alone, he held his bed-sheet as tight as possible, clenching his teeth. His body tensed up, releasing the fear he held within.

"Of course I remember," he whispered. "I remember everything."

His right hand let go of the sheet, touching the scar on his chest. Its cold skin made his body shiver, his gut tightened in response, his head spinning.

"Not my skin..." he mumbled. "This can't possibly be my skin. It's so lifeless... how can this be me?"

"What did he turn me into?" he growled through his teeth. "What the hell am I now..."

He laid down on the bed in silence, hoping to hear an answer. The room offered him nothing but a quiet tick from a table clock.

* * *

Outside of the hospital, the engines of a police van revved up, taking off away from the clinic. Two men in SWAT uniforms manned the van's front seats. The shorter of the two sitting in the passenger seat glanced nervously back at their van's third occupant.

Hammerhead was wrapped in bandages, tied to a stretcher. Last he checked, the suspect was breathing steadily and had stopped bleeding half an hour ago. They kept the speed at a minimum, it would be no good getting answers out of a dead man.

"You think they would've sent more guys," said the passenger. "I mean, this guy tried to burn the CEO of Oscorp alive, can you believe this *&^%?"

"Yeah, I hear you," the driver nodded. "You know, he wasn't carrying anything flammable. Reckon he's a mutant with fire powers?"

"Whoa, you might be right," the other one adjusted his helmet. "Damn mutants everywhere. It's not enough they got all these powers that could work miracles. No, they want more rights than everybody else too."

"Word," the driver made a turn to the right. "I'm no anti-mutant, but what more do they want? Things are fine as it is now, you know?"

"There are even talks of one of their senators running against Kelly for prez..." the man grabbed a cigarette. "Some bald guy. Heard he's a teacher or something."

"For real?" the driver stopped at a red light. "I don't really agree with Kelly, but I don't want the country to be run by the Brotherhood of Mutants either..."

The light changed to green, and the driver prepared to take off... when he noticed a black silhouette sitting on the front of his car. Through the white eye outlines underneath its torn hood, and the jagged white spider symbol on its body, the driver recognized Spider-Woman.

"Gah!" he reached for his shotgun. "Get off my car, you filthy..."

The other pulled out his rifle, but she'd vanished by the time they both took aim.

"Hey, if we catch her, you think we'll get a bonus?" they both left the car.

Splitting up on either side, they scanned through the crowd of passer-bys. Occasionally an onlooker sped up their pace from the armed men, most paid no mind. Gunmmen had grown too common to worry about in the last few months.

"You think she escaped to the rooftops?" the SWAT officer asked his compatriot. They looked up at the nearby rooftops without success. The van's engines revved up. People passing by indulged themselves in a round of laughs and smartphone videos.

"What's so funny..." the officer turned to look at where they'd been looking, just in time to see their van and its passenger drive away.

The two men looked on in stunned silence.

"So," said the taller of the two after a pause. "You wanna tell Carter? Yeah, me neither."

* * *

Bennett Brant woke to a bright glare in his eyes. He held out a hand, trying to block the pain, but it couldn't move. His arms had been fastened in a straight-jacket. A respirator, connected to a small container on his back kept him breathing, the weight heavy against his head.

"Where am I?" his voice was groggy and unfocused. "Has the Don finally posted bail?"

"Bennett Brant," he heard the voice of Chief Stan Carter. "For a dangerous mutant like you? No, I'm afraid not."

His eyes began to adjust to the light. He squinted, managing to see a table in front of him, chief Carter was appraising him from the opposite end.

Starting to get his bearings, he saw the light came from a lamp sitting next to a brick wall.

"W-what are you talking about?" Bennett said. "Do you know what's gonna happen when the Don finds out you've kept a capo... in t-there... for months?! And w-what... what you've done to me..."

Carter held up a remote. He lazily trailed a hand over a series of dials and buttons until his thumb rested atop a large red one.

"N-no, don't! Please, I..."

He pressed the button.

Thick, sweet-smelling vapor filled his respirator. He tried to keep his mouth closed, but his lungs were soon burning for air.

He coughed, forced to gulp down the gas.

His eyes lost their focus. He clenched his hands against his restraints, his unkempt nails digging into half-healed wounds.

Bennett felt the walls around him closing in as his coughs became more and more severe.

He was sweating now, knees shaking as the drug began its work.

"Please, Bennett!" a female voice cried out. "Bennett? Bennett? I can't find you!"

"B-Betty!" he uttered through the coughs. "Where are you?!"

"H-here!" the smoke cleared, showing Bennett the image of Betty, chained to a wall behind Carter. "Help me, please!"

"Don't hurt her!" Bennett screamed as loud as he could.

"Hurt who?" Carter was taken aback. "Oh, those are... interesting effects."

"I... I don't know what you're talking about!" Bennett's body shook on the chair. "I'm not a mutant!"

"They always say that," Carter put a stack of papers on the table. Bennett strained to read the contents, ignoring the screaming in his mind.

It was a photograph of his profile. The caption read: "Report On Suspected Mutant Bennett Brant".

His vision blurred, the image of a shrieking, tortured Betty in his line of sight. He tried to read, but the screaming only grew as her body withered.

He managed to decipher the ending text. "Result: Positive."

"P-Positive?!" Bennett shook his head. "But I don't have any mutant powers!"

"Look, I've got hundreds of you to send to the Raft today, so let's make this quick."

Carter pressed his hands on the table. "I am offering you a way out. If you cooperate with me, you will be released despite your mutant status. But if you do not..."

"I'll do anything!" Bennett interrupted Carter. "Just don't hurt Betty!"

"Good," Carter smiled. "So, you were a capo under Allan Silvermane, whom we knew as the Don."

"K-knew?"

"Exactly," Carter nodded. "Knew. That's the problem. Tell me something... in an event of an emergency, what were his contingency plans?"

"You mean, the Don is..." Bennett could barely say the words. "D-d-dead?"

"It appears so," Carter walked around the table. "But his apparent successor, Harry Osborn, claims that the Don has faked his death instead. Some other capos are supporting his claim. He has certainly never shared such plans with me... what about you?"

Carter's expression was cold as a tomb.

"No!" Bennett answered without a second thought. "He had no such plans. He didn't tell us anything like that. He mentioned he put Harry in his will in case he died, but nothing about faking his death..."

"If you're lying to save your sorry hide..." Carter's finger hovered over the remote.

"No, please!" Bennett shut his eyes. "I'm telling the truth, I swear!"

"Good..." Carter muttered. "That's what I thought..."

His phone rang, halting his train of thought.

"Whatever it is, it can wait," without a second glance, Carter hung up the phone.

"Hm... every other capo I have captured said the same thing. No such plans were devised by him. Harry Osborn and those he told of this 'plan' were the only ones who supposedly... this is way too *&^%ing obvious."

"H-hey..." Bennett uttered. "W-what about my release? And Betty?"

"And you're the only capo captured before Allan's death. Good, there can be no doubt," Carter took out his revolver and knife. "Releasing you is not an option I'm afraid. Keeping you's no good either."

The chief smiled.

"You used your mutant powers to free yourself, then threatened me with this," Carter placed the knife on the table. "I had no choice."

"I'm... I'm a mutant! I'm a mutant! Please, I'll never hurt anyone, I..."

"How fitting," Stan mused as the light faded from Bennett's eyes, the blood staining his uniform.

Carter walked out, heading to his office without bothering to remove the blood splatter on his coat. He fell on his chair, and turned on the computer.

"There's something we need to discuss," he said to Anastasia Hardy and Roderick Kingsley through his monitor. "And it concerns our so-called Don."

"You mean Harry?" Kingsley asked, an eyebrow raised in amusement. "I mean yeah, he's a little non-homicidal for his job, but he's a kid, he'll learn."

"I'll have to disagree with that last assessment," Anastasia said, a cup of tea in hand. "So, what do you have to say, Carter?"

"I've interrogated capo after capo," his voice was weary. "No trace of his alleged contingency plan."

"It is worrying," Anastasia spoke calmly. "But not unexpected. This whole situation has been suspicious from the start. Silvermane dies, Emilia falls into a coma, and a young man inherits the legacy of both, all thanks to a masked lunatic who conveniently disappears the moment Harry took power, gone without a trace."

"Then he tells everyone of Allan's 'contingency plan' to fake his death. A plan none of the capos were aware of beforehand," Carter spoke next. "A contingency plan that conveniently makes him the heir."

"When you put it like that, it certainly sounds like a power ploy," Kingsley added, his expression passive. "Though I'm still not sure where the green fashion disaster fits in. Harry can't even play chess without his mother guiding his every move. Would he really dress up and arm a masked henchman? And if so, then why? Simply to terrify any opposition into silence?"

"Have you seen his Hobgoblin project?" Anastasia leant back on her chair. "He's doing it for a second time. Even the names are similar. His subtlety, to put it mildly, is lacking."

"Hobgoblin looks better, though," Kingsley raised a finger.

"We must make a move against Osborn," Carter clenched his fist. "Before it's too late."

"Not so fast," Kingsley waved his hand dismissively. "Look, we've got an army, an actual army of weirdos proclaiming war on us, and they have Silvermane's giant horned zoo toy. Is it really time for wanton in-fighting?"

"Which is why we need the Conglomerate led by someone competent, instead of this usurper," Carter finished.

"So we're doing this. Very well," Kingsley let out a small laugh. "Lady and gentleman, any plans to kill the most powerful man in New York?""

"I'm already putting one in motion," said Carter. "But I'll need help."

* * *

It wasn't long before the van stopped, parking in a deserted alley. In the shadows, Spider-Woman locked the car doors, clapping her palms together.

"I am starting to miss doing this," they transformed back into Chameleon. "But it's not quite so entertaining when she is not here to see it."

"Boy, aren't you in a predicament," they loomed over Hammerhead. "You were asked to find the... buyer, not pierce the man's heart with a bullet. Nevertheless, I am grateful to you, you helped move my goal closer to completion," the Chameleon stretched their back.

"But because of your help, I had to demonstrate a trick of the tongue to keep our Narrator from ending your sorry life. You should be grateful."

A red glow trailed across their skin, gathering into their palm.

"Accept our blessing," the Chameleon pressed their hand on Hammerhead's chest. "And serve our cause."

The red flame traveled through Chameleon's hand and into Hammerhead's body, fading underneath his skin. His eyes opened.

He began to cough uncontrollably, great shuttering gasps that left an itch in his throat.

The ninja quickly covered his mouth before he made too much noise.

"Grah... argh..." his coughs ceased as soon as they began. "Where am I? What happened?"

"Welcome to the land of the living, once more. No rewards card necessary," the Chameleon leaned back on a wall. "I am your magical talking fairy, how may I serve you today?"

"Very funny, Chameleon..." Hammerhead growled.

"Why did you do it?" Chameleon crossed their arms. "All you had to do was give the report on Harry to our dear Narrator. Why try to take him out?"

"I thought he was just a kid," Hammerhead said in a somber, quiet voice. "I thought it was mercy... but what I saw..."

"Breathtaking, isn't it?" Chameleon allowed themselves a smile.

"More like *&^%ing terrifying," Hammerhead shuddered. "I mean, I'm no stranger to horror... I fought in Nam with Cap, and that was much worse. But... it comes close."

"Of course, you must realize, you have severely angered the Narrator," Chameleon looked at the ceiling. "So, as a chance of redemption, she had offered you a mission to..."

"I'm not fighting Osborn again if that's what you mean," Hammerhead cut him off. "I'd rather die than see that *&^%!"

"Naturally... as you yourself have proven, trying to approach that child through conventional weapons is unwise," they enunciated each word, clearly and distinctly.

"How do I know it won't be another horror show?" he grumbled.

How about this. I promise your next target will not develop unforeseen demonic powers."

"Who do you have in mind?" Hammerhead attempted to get off of the stretcher.

"None other than the esteemed Chief of Police, Stan Carter himself," Chameleon snapped their fingers. "Oh, and it is an urgent mission. Meaning get out of bed, right now."

"Five more minutes, mom..." Hammerhead muttered.

Chameleon noticed the cast on his right arm, then more noticeably around the bandages.

"Shooting arm's broken," Hammerhead shrugged. "Can't feel half my body and the head's still dizzy. Let's do this."

"Good," the Chameleon opened the van doors. "But first, I have to make a report."

* * *

"That's exactly what I'm telling you," Gwen sat on the passenger seat of a police patrol car. "I think Superior Force might be behind it."

The car drove through the streets, its windshields doing their best to protect it from the passing rain. The car's ancient speakers were doing their best to play a selection of electronica from Gwen's music, with little success. Despite the occasionally horrifying feedback, Gwen wouldn't hear of a replacement.

"I've seen them on the news," Jean DeWolff drove the car. "They want to be the good guys, it seems."

"That's a lie," Gwen shook her head. "Just an act. Their leader, Octavia, thought I was a bad guy, and tried to recruit me because of that."

"As to be expected these days," Jean sighed. "No one would trust a villain, so they all pose as heroes. With everyone either joining them or keeping their heads down, soon it seems like there won't be any left to lose."

"I detest hypocrites, you know?" she focused on the road, her eyes weary of the sight ahead. "I would rather face a bad guy who knows he's bad, instead of a coward who hides behind a mask. The world already has too many of those. Everyone thinks they're the good guy."

Gwen focused on the music.

"Why do you think this Superior Force attacked Harry?" Jean stopped in front of a red light.

"The Don is dead, and they wouldn't attack anyone from Oscorp anyway," Gwen crossed her arms. "The Green Goblin, even if he didn't drown in that lake, wouldn't attempt to murder his 'son' either, or at least wouldn't resort to a henchman for it. Hardy seems to be too cautious for an outright murder-arson."

"Makes sense," the light turned green. Jean stepped on the gas pedal.

"I've also seen that guy before," Gwen continued. "He attacked a police station. I couldn't catch him because..."

 _Because you were fooled by an actual cardboard cutout._

"Because of... complications."

"I haven't heard about any such attacks," Jean turned the car towards the nearest police station. "Do you think..."

"Carter," Gwen finished the sentence. "He must have covered it up."

"But why?" Jean sped up the car. "He doesn't work with the Don anymore."

"You sure of that?" Gwen looked her in the eyes. "He's a chronic lying bastard. What makes you think he's genuine this time?"

"I..." Jean's words were interrupted as Mortal Kombat music played from her phone.

"Who is this?" she picked it up.

"Detective DeWolff," an officer spoke from the other end. "We found something weird on your front desk. A letter made with newspaper clippings."

"Read it," she replied calmly.

"Very well," the officer opened the letter.

* * *

 _Dear She-Wolf, it has not been that long since our last fateful encounter. I hope you are well. You'll be happy to know everything is proceeding according to schedule, despite what the Seer might think._

 _I have found myself some new playmates, they are, I must say, a colorful bunch. The one in charge of their little group sure likes the allure of her own narrative. But I do not mind, fantasies are ultimately nothing but harmless little things._

 _Yet there is a problem with my new friends, you see... they are not into dogs. In fact, they are quite the aspiring dog hunters. You are safe for now, do not worry._

 _Can't say the same about the Bloodhound._

 _Meet me atop of where we first tasted the spider cider. And bring her along. But only her. Anyone else will spoil the mood. Or the world will have one less conflicted puppy._

* * *

"Is this some kind of elaborate threat?" the officer said upon finishing reading. "Should we do something about this?"

"Nothing," Jean spoke without any audible concern. "Destroy the note. Do not speak of this with anyone. I'll handle it."

"What happened?" Gwen asked as Jean hung up the phone.

"Change into your costume, now," Jean turned the car around. "We're going to Stromm's place."

"What? Why?"

"Chameleon is on the move."

* * *

Inside one of the many quarters in Superior Force's base, the Rhino was having his rest. Or at least, was trying to.

His gargantuan mechanical body lay within a tank, gazing at the bare white ceiling, his cybernetic eyes accustomed to the darkness.

He had spent the night in the same position, hoping against hope they would close, to no avail.

"Good," he heard Octavia's voice from outside. "Proceed to the next step, Chameleon."

The door slid to the side, as did the glass of the Rhino's tank. The lights beneath the ceiling shined, forcing Rhino's vision to readjust.

"How are you doing, Alexander?" Octavia walked into the room.

"Would it kill the Don to program automatic sleep mode into this thing?" the Rhino's voice reverberated through the glass. "I haven't slept since the day you found me."

"The troops say there was an incident in the living quarters. Would you care to elaborate?" Octavia's mechanical arm slid out of her cape and closed the door.

The Rhino pressed his hands against the interior of the metal tank. It allowed him to slowly pull his torso above. He put his right hand against the wall, allowing room for the left to rest on his knee. Once stabilized, he did his best to assume a relaxed position.

"I know," his mechanical head remained upright, yet his voice lowered. "I broke one of the bed bunks."

He remembered the sound it made as the bunk shattered, and that was only after he rested a hand on the frame. His censors picked up the whispers:

"I thought he was just a robot."

"Doesn't he have his own room with a tank?"

"Jeez, what a freak."

And the sighs of relief when he walked out.

"It was stupid, I know," he tried to speak quietly, but the volume of his voice remained. "There is no way a real bed would support something like me. And I understand the fear too. They saw what I did. Everyone in the city has..."

"None of it was you," she moved the cape away to outstretch her hand. "You were under mind control."

"I saw everything," the Rhino slowly turned his mechanical head in her direction. "I saw how I was made. What Emilia Osborn did to me. How... how she smiled when she did it. Piece by piece, she took me apart, and made me into... into... this..."

He turned his head upwards so he wouldn't have to look at her.

"Was Alison turned just like this? Did his father do it to him?"

"Alison is a victim, just like you," Octavia gently put her hand on his. "Everything he told you was true."

"Even still..." the Rhino's voice cracked in static. "He betrayed me. Every time I see him here I remember who let them capture me. My Octavia, why is he here?"

"For atonement," she walked around the room. "Atonement for, among other things, what happened to you."

"Is that supposed to make me feel better?"

"No, but I know what will," Octavia turned her back. "There is a way to let you sleep. But it means a temporary shutdown of your life support. It's a risk, but with proper procedure, we can have the feature linked to your implants. Would you like that, Alex?"

"Yes... I would like that very much."

* * *

On a rooftop far away, the black silhouette of Spider-Woman sat down under the rain. Her eyes closed under her mask, she had slipped into a partial state of trance. Though she could still hear the rain, she focused on a different sound: the quiet footsteps on a brick road. She saw the night sky, the clouds blotting out the stars.

She skimmed through a list of tombstones, each bearing a name: Edward Brock, Cletus Cassady, Maxwell Dillon, James Howlett, Benjamin Parker, George Stacy... None had any meaning, save one.

Norman Virgil Osborn.

She knelt before the grave, the words she'd prepared escaping her.

That was, until loud, intrusive footsteps filled her ears.

"Finally," she opened her eyes. "I thought you went into the apartment inste..."

A kick to the back almost sent her flying off the rooftop, if a web line hadn't grabbed her first.

"Get back to your blue mug right now!" Spider-Woman stood next to her, Jean right behind.

"The black costume really did look better on you," they clapped their hands, changing back into Chameleon in a flash of light. "It accentuated your figure like no common spandex."

"Shut up or I'll step on you!" Spider-Woman growled.

"I... will not remark on that," the Chameleon got up on their feet. "Still, it must have felt nice, am I right? All the power, it was quite intoxi..."

In an instant, Spider-Woman punched the Chameleon again. They caught the punch with their right forearm, using the other arm for a finger strike to her side. Jean took a step back, reaching for her weapon.

"Jean, I got this!" Gwen grabbed the Chameleon's other arm before they could hit her. She then followed up with a knee strike to Chameleon's stomach. It sent them away from her, grinding on the rooftop with their feet, and almost falling off the edge.

"You have gotten better," they readied a set of shuriken in each of their hands. "But please, I am just here to talk."

"You'll talk once we have you arrested!" Spider-Woman fired a barrage of web shots at them. They tossed their shuriken and ducked. Gwen prepared to dodge before realizing the projectiles weren't aimed at her.

"Jean!" Gwen jumped in front of her, clapping her hands together, then spreading them apart as far as she could. Between them, a thick net of webbing was formed, blocking the path of the oncoming projectiles.

"Let me guess," Chameleon sighed. "Videos teach that too?"

"Sure," Gwen dropped the net. "You just gotta watch the right kind."

The Chameleon took out a smoke bomb, something Gwen had webbed away before they had a chance to throw it.

"Now!" readying her chance, Spider-Woman rushed at the Chameleon with a straight punch. They prepared a forward stance to catch the obvious attack, but Gwen turned the punch into a throw of webs at the last second.

"What?!" the webs hit Chameleon's eyes. "What kind of deviant would..."

Chameleon's words were interrupted as they were kicked in the ribs with a roundhouse kick on Gwen's part. They tried to land on their feet again, but without their vision, they could only manage a landing on their torso.

"You don't even have... the Venom on you this time..." Chameleon got up on their knees. "You really have improved."

"But..." red flaming patterns emerged from Chameleon. "Playtime is over."

 _Watch out, they're up to..._

"You wish!" Gwen ran towards them with both of her fists ready.

 _Spider-Sense!_

Spider-Woman finished her run with a slide, hoping to knock Chameleon off their feet. The shapeshifter instead leapt forward, striking her from above with their fingers.

Once the attack hit Gwen's shoulder, it produced a red shockwave to the entire rooftop, almost knocking Jean over as well. Gwen opened her mouth to scream, but her voice would not come.

Her body fell over, lifeless and limp.

"Damn it," Jean whipped out her gun as the Chameleon picked up Gwen's body, a moment too late as the tanto knife was inches away from her throat.

"You've sharpened your teeth it seems," the Chameleon looked appreciatively at the model 327 revolver. "How unlike you, She-Wolf."

"Times change," Jean's aim was held firm on Chameleon's head. "Let her go or we're going to find out how many shots it takes to stop you from bleeding."

"Good one," Chameleon gave a smiling nod. "But you should really look behind you."

"I'm not falling for your tricks," she did not avert her eyes off the ninja. "This is your last warning."

"Fine, then you will have to take it on faith that on the roof behind you, a sniper rifle is pointing directly at Gwen's little head."

Jean growled, the same familiar anger rising in her.

"I suppose this means I can finally talk," Chameleon pulled the knife a few inches away. "If only she showed this kind of ferocity against the Goblin..."

"Last I heard, the Goblin drowned. Aren't you on his side to begin with?"

"Please, She-Wolf, I want the Goblin out of commission as much as dear Gwen does," the Chameleon playfully twirled their knife. "He is still alive, you know."

"He is?!" Jean shouted. "How do you know that?!"

"I know who he really is," Chameleon smirked. "And believe me, knowing he's still out there gives me no pleasure."

"Great..." Jean sighed. "Just *&^% great. Is that what you wanted to talk about?"

"No, not at all," they shook their head. "I wanted to talk about the Bloodhound. Superior Force will try to put him out of his misery tonight."

"...Superior Force?" Jean took a couple steps forward. "How do you know that?"

"Our interests align for a time," in response, Chameleon pressed the knife against Gwen's throat again. "But, not on this one."

"You can't possibly mean..."

"Yes," Chameleon nodded. "I wish to stop the assassination from happening."

"Why? Why should I trust you?!" Jean almost pressed the trigger, until she remembered what they had said the last time they met.

"You have your own reasons."

They nodded, seemingly pleased. "Do you want to know the truth about the Bloodhound?"

The question caught her off guard.

"What... truth?"

"You are so naive..." Chameleon smiled. "Do you actually think he turned over a new leaf?"

"But if you want to know the truth," Chameleon continued. "You can thwart the attempt on his life tonight at the docks."

Chameleon pushed Gwen forward, covering up a smoke bomb.

"Worry not, as with Seer before, she is unharmed. I shall be there too, Gwen knows how to track me."

When the smoke cleared, Chameleon was gone. Not that she expected anything less.

With her gun back in its holster, Jean rushed to Gwen's aid.

"Where am I?" her voice was groggy. "Did we win?"

"Gwen, my dear, we've got a lot to talk about," Jean helped Gwen to her feet.

* * *

"That's a lot to take in..." Gwen stretched her back.

 _The Goblin is still alive._

Gwen's body shivered at the thought.

 _Chameleon knows who he is. And he is out there._

"I know..." Gwen whispered. "For *&^%'s sake, she just told us..."

"Know what?" Jean asked.

"Um, I wasn't talking to..." Gwen shook her head. "N-never mind."

"Regardless, what did Chameleon mean when they said you can still track them?"

"The bugged tracker..." Gwen pulled out her phone. On the map, it displayed a red dot labeled 'Chameleon'. "Whoa, they reactivated it. Peter needs to see this later. Anyway, Carter will be at the docks?"

"Yeah?"

"Then I have a plan."

Hammerhead watched the confrontation silently. When Chameleon left, it was his cue to put his sniper rifle away.

In spite of his body being covered in bandages, thanks to Chameleon's healing he was able to remain upright. The gun had been firm in his grip, almost as steadily as he could have managed in better health.

"My business here is done," he heard Chameleon's voice next to him. "It is time to go."

"I had a clear shot," Hammerhead put the rifle away. "We could've eliminated Spider-Woman just like that."

"The Narrator doesn't wish it so," Chameleon shook their head with a coy smile. "She still has plans for Spider-Woman. So it was necessary to... deter her tracks."

"Thanks to me, she now thinks the assassination will take place in Central Park," Chameleon pointed at themselves. "And so do the cops."

"Seems convenient..." Hammerhead looked into Chameleon's eyes. "Why do you work for Octavia anyway? You don't seem to be the type to fall for her message."

"I could give you a passionate speech on how her ideals inspire me," Chameleon shrugged. "But you do not strike me as a naive man."

"Can it with the flattery," Hammerhead spoke in a neutral tone. "Instead, just cut to the chase."

"It is really simple," Chameleon smiled. "I am a... person of faith."

"Faith?" Hammerhead kept his good arm on a pistol holster. "Never took you for the religious type. A Buddhist maybe, but that's more a philosophy."

"Philosophy is medicine for the hopeless, a sickness with no cure. Neither is it a religion, false institutions that casts a veil over a believer's hardships. It's simple faith," Chameleon put their hand on their chest. "Faith burns conviction deep through your soul, a road that twists and turns, but when followed, keeps us from wandering astray."

"And have you ever strayed from that path?" Hammerhead asked in frank interest.

The thing that had once been human pondered the question. They frowned for a moment, then nodded, as if finding reassurance.

"My step has faltered in recent times, but I know that the will of the Beast guides me, even so."

"I'd watch my step if I were you, you might one day lead yourself off a cliff."

Chameleon's normally placid expression suddenly grew cold.

"And if I were you, I'd consider ending this conversation. We wouldn't want to be preoccupied with an accident, now would we?"

* * *

The fading red light of sunset made Mary Jane's dress stand out. More annoyingly, it also blocked a good look at the limo's TV screen.

"And that concludes the political news for today," Betty Brant said cheerily. "In other news, rumors that Samantha Wilson has joined S.H.I.E.L.D. remain inconclusive..."

"I think we're close. Hey, Richard, are we close?" Roderick Kingsley rested on the opposite seat, not letting the sunlight touch his orange suit.

"We are indeed close, sir," the driver checked his GPS.

"At last," Roderick turned off the TV.

"If I may ask," Mary Jane leant forward. "What is my role in this?"

"Yours?" Kingsley raised an eyebrow. "My dear, becoming my apprentice is more than just making dresses. You will reach far bigger heights. So, I'm taking you on a tour on what we'll be doing."

"Hope we're not killing anyone?" MJ said in a joking tone.

"Of course not," Kingsley laughed. "We, the maestros of the subtle, do not deal in such crude business."

"We have arrived, sir," the driver stopped the car.

MJ and Kingsley stepped out to a view of long cargo trains on their right, hangars, and the calm waters of the Hudson river on the other side.

"The view would be better if it were raining," Kingsley checked the time on his golden watch. "Looks like we're early."

From the other side of the road, a police van arrived. Chief Carter walked out of its driver seat. His wandering eyes betrayed his caution as he approached.

"Why isn't the contact here?" Carter said. "You were supposed to bring the contact first."

"Relax, he'll be coming soon," Kingsley shrugged.

"And who is this?" Carter pointed at MJ.

"Good evening, sir, I am Ma..."

"Never mind," Carter waved his hand in a dismissive gesture. "It doesn't matter. What does matter is where is the *&^% contact, Kingsley?! I am risking everything simply by being here."

"There he is," Kingsley pointed at the road behind him.

A series of large purple vans pulled up to the dock.

Once parked, men and women in purple military gear stepped out, carrying boxes as they walked toward the three.

last to leave the van was a man out of time. His purple frock coat, decorated with golden engravings, was placed over a white cotton shirt and a matching purple vest. His white trousers, worn below black knee-high boots, were held on his waist by a golden belt with an emerald on its center. The belt had a rapier sheathed in it, its handle covered in gold. On his neck, he wore a white Victorian necktie, locked with a golden brooch.

"Welcome, Your Highness," Kingsley greeted him with a bow. Mary Jane, not knowing protocol, faux-curtseyed.

"How was your journey?" Kingsley asked.

"Dreadful," the man stroked his slicked back blonde hair.

MJ didn't like the look of him. While his ivory skin was unblemished, lacking any visible wrinkles or scars, he seemed pampered to the point of excess, resembling more a doll than a man.

"I despise this city," he turned his aloof gaze to the river. "A shining example of American decadence. I remember my father saying the same thing when he served as an ambassador in the war. It is nice to see some things never change."

"Can we go now?" MJ whispered to Kingsley.

"I'll ask," Kingsley whispered, then approached Carter. "Now that I brought you the contact, I wish to depart. I've got dogs to iron."

"Sure, go ahead," Carter said without looking at him. "Just remember to show up tomorrow morning."

"Naturally," Kingsley turned to MJ as he walked ahead. "So, our next duty is to check on the preparations for Harrold's visit."

"Yes, sir," she said, hurrying to catch up.

"Now, let us get down to business," the man in purple led Carter to the back of his van, which his companions had already opened. Inside, Carter found stacks of gas canisters labeled "R".

"How do I know this is the genuine article?" Carter set foot inside the van.

"There's one sure way to find out," the man pulled out a small canister out of his coat, then aimed it at one of his subordinates.

"No, please!" the subordinate covered his face in fear.

"Stop," Carter hurried out of the van. "I don't need that kind of insurance. I believe you."

"The agreed upon sum?" the man put the canister away.

"Is in my van," Carter pointed there. One of the people in purple gear opened Carter's van, finding briefcases full of dollar bills. After inspecting each one, he returned to his boss.

"It checks out," he nodded.

"It's a good deal," Carter said. "I thought you'd ask much more."

"My generosity comes from sympathy to your noble cause," the aristocrat adjusted his necktie. "At least someone in this decrepit city hasn't forgotten its true enemy."

"Just doing what must be done," Carter lit up a cigar. "The evil of this city must be contained, no matter what."

"Yes, contain it with fear," the purple-clad nobleman pointed his subordinates to the canisters. "After all, fear is the backbone of authority."

"Agreed," Carter watched the man's companions carry the gas containers to his van. "If only he saw it that way..."

"One day, Captain America will taste the Rapture," the aristocrat clenched his right fist, a scowl appeared on his face. "And then I will know what he truly fears."

"Excuse me?" Carter looked at him with confusion.

"It is my duty to destroy him," he continued, ignoring Carter.

"Like it was for my father before me. I will slay the man who has haunted the Zemo name for more than 70 years."

"Um..." Carter raised a finger.

"The cursed relic of American defiance!" Zemo clenched his teeth. "The flag bearer of the corrupt degraded society devoid of morals. Sometimes, I doubt if it is even him... after all, can Steven Rogers really live for this long? Preposterous, and yet..."

"This is the police! Put your hands in the air!"

"Oh thank God," Carter sighed in relief. "Wait, what?"

"You!" Zemo put his hand on the rapier. "You set us up!"

"Chief!" the officers took aim. "Please step away from the suspects!"

* * *

"This is your plan?" Jean spoke through an earpiece from one of the cars. "Call a police raid?"

"It worked, didn't it?" Gwen hung upside down from a lamppost away from the scene. "You get to catch Carter red-handed, and I get to search for the assassin in all this confusion."

"Who authorized this?!" Carter used the opportunity to walk away from Zemo, who for his part reached for his sword. An excess of twenty guns pointed in his direction, however, convinced him otherwise.

"Detective DeWolff got a tip about a massive drug deal undergoing here..." one officer saluted Carter.

"You will rue this day, Carter!" Zemo jumped to the door of his van. The cops (Carter included), kept their aim steady.

Zemo's men fired their weapons, forcing the police to return it.

A flurry of bullets sparked in the late evening air as Zemo and his subordinates were frantically boarding their vans, escaping with a backdoor still open. Two of the police cars rode away in pursuit, guided by the trail of gas containers flying out of the van.

 _Spider-Sense!_

Spider-Woman jumped to a nearby rooftop, the sight of a sniper rifle in position from a hangar roof did not escape her.

"Gotcha!" she fired as much web as she could in its direction, clogging both the barrel and scope. Hammerhead, who was observing her across the roof discarded the gun, scope and all. He'd expected as much.

Gwen zipped to the roof, ready to strike. The site of the hitman in so many casts and bandages, along with the cane helping him stand however, gave her pause.

"I can't fight this!" she shouted. "You look like you'd fall apart from just one punch. How did you even climb here... Wait, you are that guy! With the cartoon bomb!"

"Hammerhead," he whipped his pistol. "Of course Chameleon lied."

 _Spider-Sense!_

She ducked, missing the shot.

Before she had time to think, he fired a second time, which she also dodged.

With speed and precision in her movements, she webbed his gun away, tossing it over the roof.

This gave him time to headbutt her squarely in the stomach.

She staggered back, ignoring the pain to her gut.

"Aaargh!" she felt the density of metal striking her forehead, enough to knock her off her feet. "What the... your skull is metal?!"

"You could say that," his good arm held a remote detonator. "Now don't get up."

"Again with the fake explosive trick?" she stayed down, nevertheless. "That metal must be rusting your brain, if you think that's gonna work a second time."

"It's no trick," he shook his head. "Just stacks of C4 underneath this roof."

 _Spider-Sense! He's telling the truth!_

"Why?!" Spider-Woman exclaimed in surprise. "You're going to blow yourself up too!"

"I'd rather take that chance," he spoke in a calm matter-of-fact tone. "Than witness the horrors again. I know exactly what Carter is doing, and I won't be sent there, no matter what."

 _Think fast, or you'll turn into spider-ashes._

"Okay, how about this," she got back up. "I'll let you go. You'll be able to leave. I never saw you."

"Seriously?" Hammerhead's eyes widened. "You're just gonna let me go?"

"Dude, it's just basic self-preservation..." she took a step closer. "I'd rather keep my naughty bits, if you know what I mean."

"Color me impressed," he spoke as Spider-Woman got closer. "Not every superhero is stu..."

"Gotcha!" she tackled him off the rooftop, twisted herself in the air so she'd face forward, and zipped away to the ground in time to kick the detonator away.

While the explosion was thankfully too far off to cause direct harm, the shockwave was strong enough to knock both of them forward, Gwen felt the gravity of her decision grinding against her arm and back, the friction tearing the fabric in her costume and bruising her skin.

"Aw *&^%," she took a few seconds to recover.

"No!" Hammerhead desperately crawled away. "Don't do this! You don't understand what he's..."

"Shut up and let me have my victory for once," Gwen webbed him down to the ground with a series of consecutive webs, one shutting his mouth.

"Good guys one, bald guys zero."

The gunfire left a few of Carter's men wounded, but not severely so.

The Baron's stragglers weren't as lucky. Carter stood over the remaining survivors, revolver raised.

"Let's take them in for questioning," Jean spoke from behind. "Since they're alive and all, right? Most of them, at least."

"Right," Carter growled. "Just the thought I had."

"Chief, what's going on here?" Jean spared a glance at the canisters in Carter's van. "They looked like they were handing Rapture to you."

"I was undercover," Carter pressed his hand on one of the canisters. "I got word on illegal Rapture production and distribution for usage in gang warfare. So I posed as a customer."

"Using a police van?" Jean was skeptical. "What kind of undercover operation is that?"

"They were..." Carter paused in thought, wiping the sweat off his forehead. "They were gullible enough to believe I need it, as the Chief of Police."

"For what?"

"I made up some nonsense about a secret project," he let go of the container. "And they ate it all up."

"So the Chameleon was lying," Jean sighed in relief. "Of course."

"I have to ask," Carter turned to Jean. "How did you know I was here? And what is this about a drug deal?"

"Hold on a second," Jean pressed into her earpiece. "Hey, you found him yet?"

"Yup," Spider-Woman spoke to her through the earpiece. "I'm sitting on him right now."

"We've got an anonymous tip about a drug deal and an assassination attempt here," Jean switched off the earpiece. "So we had to act."

"An... assassination attempt?" Carter said in shock. "Who would..."

"I'll be back in a second."

Next to the debris of the destroyed hangar, she had indeed found Spider-Woman sitting on a webbed Hammerhead, one headphone in her ear.

"This is him?" Jean looked down on Hammerhead. "Looks a bit too normal for your taste. Where's the ridiculous outfit, or some quirk, or anything?"

"His skull is apparently made of metal," Gwen lowered the headphones. "You know, it's nice to work as a team again."

"Yeah," Jean nodded with a smile. "It is. You know, there's a case I've been working on and..."

"Actually, nevermind," she shook her head. "I'll handle it."

"As you wish," Gwen fired a web line away. "See you around, Jean."

* * *

Deep within Superior Force's headquarters, Octavia was examining her tools.

Operating the terminal with the mechanical arms underneath her cape, The monitors displayed a wide arrange of New York City areas from rooftops to the streets below, some of them inside her own base.

She focused her attention on one monitor in particular, giving her an inside view of the police van.

"You've costed me my entire Rapture shipment," Carter looked at the screen. "Now it has to be kept as evidence to preserve my secrets."

The camera abruptly turned sideways, slamming back as Hammerhead was shoved into the van. There was the occasional glimpse of his form, still struggling within a bind of webbing.

"I... I was betrayed! Please, I didn't know, it was a trap... Please, just kill me!"

No, death is too good for you. You'll be going to the Raft... to the Mutant Wing."

"You've done well, Chameleon," Octavia watched the monitor with a smile underneath her helmet.

"Thanks to you, through his eyes, I will see what exactly Carter's been up to. By the time they find his implant, we'll be ready. Seems you weren't a failure after all, Hammerhead."

 **The End.**

 **Scapolite here.**

 **As always, we hope you are enjoying our story and would love to hear anything you have to say about it.**

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 **See ya.**


	19. A Girl Named Gwen

**Disclaimer: If you're a Marvel lawyer reading this far in, you probably like the story anyway.**

 **#19:A Girl Named Gwen**

Per MJ's advice, Gwen tried one of her breathing exercises.

She'd seen her roommate practice meditation from time to time, it was worth a try.

The attempts left her sore and exhausted. Without an ounce of Gwen's enhanced strength, MJ could assume positions that still made her roommate wince at the image.

Contrary to her expectations however, it worked.

It was a good night's sleep, the best she'd had in months, in fact.

Octavia and her Superior Force had become a constant presence, a swelling stormcloud that could burst at any day. There was little time for rest, let alone as Gwen.

As Spider-Woman, she'd grown to expect the stress of combat. Some days, she welcomed it as a reprieve. In the heat of a fight, there was no future, no past, only a moment's purpose.

But the feeling would only last so long before it left her, tired and uncertain as she'd limp home to her apartment.

It was a routine she found herself expecting.

A few days of quiet, then a new incident or attack on someone or somewhere. The perpetrator, despite Gwen's wishes, could not or would not be reasoned with.

There would be a third party involved, and a fight with the usual suspects.

And the media would hound her, praising or condemning her actions to the New York public.

Some nights, she'd clean tables or mix someone's drink.

The spider came before the woman, it seemed. As far as the public and her enemies were concerned, it didn't matter who wore the mask.

Without MJ and Peter to keep her grounded, sometimes, it was easy to forget about a girl named Gwen.

It was this mindset that made the next day's surprise sting more than it might have.

"Got any refreshments for me, handsome... Yes, I think I'll..." Gwen murmured in her sleep.

She rolled to her side, sunlight streaming through the window. It cut through the haze, making her stir with the glare in her eyes.

She blinked, her head swam with images of Peter lying on a beach as she felt her body waking up.

"Huh, that was a nice dream..." she yawned, covering her mouth with one hand as she felt for her phone.

"Noon already!?" No wonder why she'd felt so relaxed.

She stretched, knocking over a haphazard stack of anime DVDs with a foot, scattering colorful plastic cases to the floor. She'd pick them up later.

"Strange, MJ would've woken me up by now."

She looked around the living room, but MJ wasn't there.

She was reluctant to try the room. The last time she'd came in, she'd tripped over a sewing machine and received a lengthy tongue lashing for her trouble.

"You asleep", MJ?" she knocked on the door before entering. Inside, she found the usual decor: the pastel wallpaper, the immaculate appliances, and an ungodly amount of spun cloth and makeup.

There was, however, a lump on the bed.

With considerable reluctance, Gwen approached.

"You better not be nude under there," she trailed a hand to the top fold. "Not like last time."

To her relief, she wasn't.

Instead, she found a mound of pillows with a note on top.

Gingerly, Gwen picked up the note, attempting to get the scent of vanilla out of her head.

* * *

 _Gwen, I got a call from my employer. I'll be out for the day. Please water the plants for me, and don't leave your bed a mess this time._

 _There was something in the mail for you, I left it on the kitchen table._

 _And, please don't go digging through the drawers. Honestly, I have no idea who keeps sending these._

 _P.S. Seriously, don't look._

* * *

"Now you got me curious," Gwen opened the drawer.

Inside, she was greeted by the sight of several cups, dishes, bowls, and coffee mugs, all featuring art of her black costume in a variety of poses.

As with some pieces of art she'd found, these were close to the mark. A bit too close, in fact.

"Cups? Seriously, they make official merch with my name, and this is what they come up with? Who was in charge of the marketing department, Green Goblin?"

She smiled to herself.

"Sure, the Green Goblin sent a *&^%ton of coffee... actually, that's possible."

 _Maybe the mail can clear things up._

The envelope sat on the kitchen counter, just as she'd said.

"Kingsley Fashion?" Gwen opened the envelope. "Why the *&^% would I get a letter from them? Maybe it's for MJ?"

She tore the seal, and pulled out a sheet of paper. It was brief, to the point, and written in cursive.

* * *

 _Dear Gwen_

 _I hope this letter finds you well._

 _Yes, I know who I'm speaking to, there can be no doubt in my mind._

 _I hope we can come to an understanding that benefits us both. Not as enemies, but as allies._

 _I've scheduled an appointment at 1-30 in the afternoon, on the chance that I could talk with Spider-Woman in person._

 _Please tell the receptionist at Oscorp Tower the numbers 9, 5, and 93, and she'll see you through. You will have complete anonymity, you will be let through without the need for divulging personal records._

 _I've wanted to speak with you for a long time, but I wasn't sure how to explain myself._

 _When we meet in person, I pray you'll understand._

 _Regards, Kingsley_

* * *

"First Emilia, then the Goblin, and now this?!"

She tore the letter into strips, crumpled the strips into knots, and crushed it with her foot.

Someone else knew who she was, the letter didn't specifically name her, but the intent was clear.

 _The letter said Kingsley. That rich snob working with Oscorp!_

She felt her shoulders stiffen, hands clenching into fists.

"But how'd he figure me out? Does someone know who I am? There was Emilia, but she's out of the question. Unless... she told someone?"

Gwen shook her head, unsure of where to start.

"That pass code's my birthday, not so subtly telling me he's got my profile. I can't just walk in there, it's clearly a trap."

 _What choice is there?_

"I'm not taking this lying down. This bastard thinks he can threaten me? *%#& that! I'm sick of getting humiliated by these corrupt psychopaths!"

 _It's good to be angry, but don't let it consume you. Think, as Spider-Woman, you'll paint a target on your back no matter what happens. As Gwen, there's a chance to negotiate._

"Damn it. I hate it when I'm right."

There was nothing for it. Despite the risk, she couldn't just let him blackmail her.

If he wanted a personal meeting, she'd sure as hell give him one.

A minute later she returned, wearing her costume with civilian clothes in her backpack.

"There'd better be punching involved."

She swung away in frustration, forgetting to water the plants.

"And kicking too. Lots of kicking."

* * *

Gwen swung on instinct, paying scarce attention to the city streets along her journey to the tower.

"I've seen this guy three times, tops. How could he know who I am? Why would he want to talk to me for so long. He didn't seem like the nervous type."

Spider-Woman leapt over a billboard, darting across a roof to keep up her momentum.

 _An informant, maybe?_

"Only MJ, Peter, Jean, Chameleon, Emilia, and the Goblin know who I am. I'd trust the first three with my life."

 _And the others?_

She gave it a moments thought, but shook her head.

"Emilia's out of the picture for now, and the Goblin's MIA. And whatever Chameleon's up to, they don't seem to be involved with Oscorp anymore."

She landed atop an office roof overlooking her destination.

 _What if he is the Goblin?_

"If he was, there'd be no point in hiding it. The Goblin knows who I am, subtlety isn't his style. Besides, he'd have no reason to just tell me something he already knew."

She descended to an alleyway, taking cover to change clothes.

"Well, whatever happens, I can handle it. If I can deal with the Venom suit, I can deal with this."

She took a breath to calm her pounding heart, and walked out of the alley into the stream of people around the complex.

She looked up to the tower above, familiarizing herself with the balconies, crossways, and ledges she'd used to scale its heights, and the top floor, the source of the last four months of hardship her life had become.

She stepped into the lobby, the cool drafts of air providing reprieve from the summer weather.

In contrast to the last time she'd been here, the number of employees had gone up. Rows of desks where accountants were busy at their computers, interns moving about, delivering papers, a row of coffee makers and vending machines, and the small crowd of visitors waiting in line.

The only thing that seemed out of place was the statue of Norman Osborn, a determined expression on his face, surveying the people that passed through his halls.

Gwen took her place at the back of the line.

A part of her still couldn't grasp the concept of Oscorp employing blue collar workers: janitors, maids, secretaries and technicians, for many, Oscorp wasn't the shady corporation of illegal science, but a progressive company getting back on its feet with a friendlier face.

Allan Silvermane was dead (she'd seen it for herself). Emilia was deep in a coma, Chameleon was working with Superior Force for their own agenda, and as far as she knew, the Goblin was in hiding.

The only one left to inherit the whole mess was Harry.

The thought of her childhood friend posing as her new nemesis made her lips quirk into a grin.

She very much doubted he could, Harry was one of the nicest people she knew.

Or at least, that was what she remembered. She hadn't properly had the chance to get to know the person he was now, if she were being honest with herself.

Sure she'd seen him from time to time, but it was rarely for the sake of anything personal. There always seemed to be something going on, a new problem to deal with, something else she had to do.

The last time she'd sought him out, he'd been shot.

"Miss, do you need anything?"

She looked up with a start, noticing the line had cleared, leaving a space between her and the reception desk.

"Oh, sorry, sorry. I, um, 9, 5, 93. Um, Kingsley sent me..." she trailed off, unsure if she'd made any sense.

The receptionist seemed surprised for a moment, as if waiting for a signal she'd finally received.

"Ah, very good. She pressed a shortcut on her keyboard. A locked elevator beside her marked "Authorized personnel only" lit up with a red light on its panel.

"Please take the private elevator to the tenth floor. Office 317-A, head down the hallway to your left, last door on the right to Ms Kingsley's office."

"Thanks." Gwen walked to the elevator. "Wait, Ms Kingsley?"

She looked at Gwen with a touch of confusion. "Yes, Helen Kingsley. She's been waiting for some time. Please go ahead."

Gwen wanted to ask more questions, but the look on the receptionist's face suggested otherwise.

 _Helen? It must be a coincidence, lots of people have that name._

She stepped inside, setting the elevator to the tenth floor.

Above her, a large TV screen was mounted on the wall, streaming a news broadcast.

* * *

"Reporter Ned Leeds on the scene. Today, we have a follow up report on the recent assassination attempt of NYPD Chief Stanley Carter."

Gwen looked up with some interest.

"Three days ago, an operation to arrest members of the notorious Red Skull Cartel had taken place at the warehouse district. Chief Carter, along with 16 officers dispatched by Lieutenant DeWolff were successful in seizing several illegal substances along with 8 members of the cartel, and the assailant himself."

A mugshot of Hammerhead flashed briefly across the screen, his eyes wide with fear.

"The 41-year-old Caucasian male was identified as Joseph Harrow, ex-sergeant and Vietnam veteran. Speaking outside police headquarters just a few hours ago, Chief Carter had this to say."

"This man's another mutant that plagues are city. They spread disorder, terrorizing us, tribalizing our society. But we must stand firm in our opposition to the mutant agenda."

The view turned back to the reporter. "As you can imagine, this has been a stance that has spread controversy in the realm of politics. Senator Xavier has..."

Gwen stepped through the elevator doors, not wanting to hear any more of the situation before Jameson's network could find an excuse to blame Spider-Woman.

It only served to make her angrier at the general mess her life had become.

She couldn't handle another accusation that day. She'd show this Kingsley a piece of her mind, consequences be damned.

* * *

A minute later she arrived at her destination; Office 317-A, the plaque bearing the name "Helen Maxine Kingsley".

A chill ran up her spine.

 _It's her._

Her hand shook as she reached for the handle.

Gwen opened the door, pulse hammering in her ears.

It was a clean, tidy space. The carpet was a plush, dark blue (soft under foot), spacious by the standards of a company work room, a glass of flowers rested on a table top, a fan buzzed overhead, and sitting on a chair behind a computer was her mother, formerly Helen Stacy.

She'd never been what most men would describe as pretty, it was far too soft a term. She had a serious demeanor, a focused, almost detached gaze that never strayed far, her rigid pose, with thin, pursed lips that rarely smiled. "Professional", was what most thought of her.

At the sound of the opened door, Helen looked up to face her daughter.

Same blond hair, green eyes, slender of build, perhaps a few inches taller than her; she was as Gwen remembered.

Gwen felt her fingers slip from the handle, letting the door slam shut.

Helen flinched from the sound, but didn't look away.

Gwen looked at her mother, unable to put her racing thoughts into words.

A moment passed before Helen spoke first.

"Gwen..." She stood up from her chair, eyes never wavering from her daughter.

"I-it's so good to see you. You got my letter, then?"

Gwen didn't respond.

"I... I know it's been a long time," she laughed, a fragile attempt to loosen the tension. "But I didn't know how to explain."

Gwen said nothing.

"How are you?" She smiled.

The anger that had built inside her was cold.

"Y-y-you want to know how I am?"

She felt her lips tighten, her jaw clench, shoulders stiffen.

"That's funny. You never asked me that before."

"Gwen..." the smile slipped from her expression.

"8 years. It's been 8 years, and now you ask how I am?"

She laughed.

"Oh, it's been a little bumpy since Dad died. A little hard fending for myself. But I'm fine! I'm just fine, now that you've blackmailed me into coming to talk with you. Now that you're pretending to care about me, I'm doing great!"

"B-blackmailed? What do you mean 'blackmailed?'"

Gwen quickly crossed the space between them, now standing a few feet away.

"You know I'm Spider-Woman. Don't deny it!"

"You're... you're Spider-Woman?" she seemed to have been caught by surprise. "I thought you were friends with Spider-Woman. I just wanted to talk to you."

 _She doesn't know?_

"But I..." Gwen couldn't find the words.

"I didn't know. Please, can we talk about this?"

It was too much for Gwen to process. Her thoughts raced through her mind, struggling to come up with an excuse or a way to escape.

Instead, she felt herself speak, seemingly without realizing. "Fine."

A tension seemed to have lifted from Helen's features. She quickly brought up a chair, gesturing for Gwen to sit.

Numbly, she complied, feeling as though she'd dug her own grave.

"I can't believe you're... no, I'm getting ahead of myself. Gwen, it's so good to see you!" She wrapped her arms around her daughter in a tight embrace, the smile more genuine this time.

"Can't say the same for myself."

"I'm sorry. I know you must hate me."

"Yes, I do. Look, let's skip the small talk. You wanted to see Spider-Woman, well, here I am."

Her smile faded once more. She sighed, looking away for the first time.

"Alright. I don't blame you for how you feel about me. I needed Spider-Woman's help. Your help."

"About what?" her flat expression hadn't changed.

"It's about Harold Osborn."

"The hell you want with Harry!? No, first, you tell me how you found where I live."

"I asked him. He said you two were still friends."

She'd expected something more secretive. It hadn't occurred to her she could just ask.

"My colleagues and I believe Harry is trying to create a new cyborg. Something smaller, but potentially as destructive as the Don's creation."

"Like the Rhino? That's bs!"

"Gwen, I'm sorry, but I don't have much time to talk about this. Unless..."

"Unless what?"

"You come with me. There's a little gathering being held in the penthouse in an hour. I have to make appearances. But I can find us some time. And we can...talk. About anything. I promise I'll answer all your questions."

She considered the woman in front of her. She hated her. She'd never tried to contact Gwen after that one phone call, only when she needed something.

But, she'd be lying if she wasn't bitterly curious about where she'd been. Why she'd left. If only for closure's sake.

She could say what she wanted and leave, and never see her again.

And if there was something going on with Harry...

"Okay. Okay, I'll come with you. But I want my questions answered. All of them."

Helen nodded. "Of course."

Unfortunately for Gwen, there was a party to attend. Which meant she couldn't just go in her T-shirt, jeans, and sneakers.

She followed her out of her office, through corridors of management until they reached the twelfth floor.

It was here where the meat-and-potatoes work of business stopped and a spacious, open-ended floor stretched far in every direction. Here was where the social gatherings took center stage.

As Helen led her through the parlors, pantries, kitchens, dining hall and recreational rooms, she saw several members of staff preparing dishes, silverware, carts, and ice boxes for the upcoming party.

"Here it is," she said at last, leading Gwen through a suite.

"Anything you like?" Helen said, opening a closet with a variety of dresses and skirts on display. "They might not be a perfect fit I'm afraid, but our sizes should be close.

"Do whatever you want."

She'd been through the same routine with Mary Jane enough times that she knew how to tune it out without ignoring her completely.

This close to her mother, it was hard to keep the old memories away.

In spite of her presence at home, it never seemed to Gwen that she had the time for her. Helen would work from home, always speaking with one businessman or another.

There was a distance between them, she'd have a meeting to attend, calls to make, papers to file, always time for her jobs, but not for her.

When she was 12, she began to notice the tension between her parents. Whether it had always been there, or it was simply when Gwen was able to see it, she rarely spoke to him.

There was little love lost in their marriage, it seemed.

With her father's work on the force, he didn't have much time to spend with his family. Even so, he'd take the time to ask about Gwen's day, even when he came home late, as he so often did.

* * *

Gwen, still in her gym clothes, looks at the clock on the wall.

It is a quarter after 10. The sounds of traffic filter in through the kitchen window.

He wasn't home. She looks anyway. Familiar with disappointment, she looks again.

On the kitchen table, her homework remains untouched.

She can't ignore the pangs in her stomach. The girl goes to the fridge. laying out four eggs, a block of cheese, sour cream, and salt.

"Okay, let's do this!" she grins, hoping she remembered the instructions.

"First, the eggs."

She breaks the egg over the counter, leaving her hand wet with yoke as the whole egg falls apart. She grimaces, wiping it on a towel.

She tries again, with a similar result.

Struck with an idea, she goes to the blender, cracking its contents into the cup, letting the blender mix the yoke for her.

Loud grinding sounds emanate from the appliance, but she's hopeful they'll be gone soon.

She takes them out after a few minutes, and puts them on a pan. She lets the stove do its job, heating the pan as she tries to slice the cheese.

The attempt leaves her frustrated as it refuses to cut. She drags the knife down, softly at first, but it isn't long before the 10-year-old is cutting and hacking at the block with abandon.

She grabs the lumps she was able to cut and throws them in the pan.

Squirting out the sour cream was a little easier. It takes her a few tries at squishing the bottle, but she's soon rewarded with a large glob of cream on her fingers. She shakes out the cream over the pan, sprinkling more on the wall than the pan, but it's a success in her book.

By now the eggs seem to be cooking well.

Gwen leaves the pan to its work as she goes to look for her mother, excited to tell her of her culinary arts.

The girl finds her talking on the phone.

"Mom, look what I did! You gotta see this!" she says with excitement, trying to tell her about her work. But Helen is busy she says, it is very important to Mommy. She'll talk to her when she's done, she promises.

The girl leaves, used to the feeling of failure. She cannot understand what she did wrong, but she knows it was her fault.

She smells something burnt. She rushes back to the kitchen, finding the eggs turning black.

She turns off the stove, heart thumping in her chest.

She waits until the pan is cool enough to touch. She finds a spatula, struggling to pry the lump of burnt cheese and eggs off the pan like the cooks she has seen on TV.

Gwen grits her teeth, frustrated with her mistake. The lump stubbornly sticks to the pan.

"Oh, come on, stupid eggs!" she cries, picking up the pan and shaking it above the counter.

Five minutes of scraping and pushing later, she gives up.

The girl heads upstairs. At the top, she looks out a side window, her mother still absorbed in her phone call.

She considers waiting for her dad to come home, but she's too tired.

* * *

Gwen was dimly aware of a white dress hanging from her shoulders. Her hair had been brushed down until it reached below her neck.

Her sneakers had been replaced with expensive-looking flats.

"You look good," Helen said at last.

Gwen had to concede that was technically true.

She hated parties. She hated aristocrats. And she hated her mother. Having all three in one package wasn't doing the situation any favors.

Helen of course, was all smiles and handshakes with the guests, greeting most she came across with ease.

At the sight of her daughter, she'd introduce her as Gwen Kingsley, her niece visiting from New Jersey. They seemed to take Helen at her word, offering hands to shake or drinks to try.

Gwen mumbled through the introductions, forgetting what she'd said moments after.

As much as she'd like to dull her mind to the whole affair, she needed to keep a clear head for her mother-daughter bonding time.

Perhaps sensing her discomfort, her exchanges were brief, the one thing she could genuinely thank them for.

While Helen continued to meet and greet the attendees, Gwen retired to a corner table where she could have a modicum of space.

She however, could not avoid hearing some of the conversations. Enhanced senses certainly had their downsides.

"I heard crime's really starting to drop since the Don was replaced."

"That's all well and good, but we can't be seen as weak to our competitors. Especially this Octavia character."

"Let her try. Rumor from the science department has it Osborn's cooking up something big. Some kind of suit."

 _Harry? Could she be right, has he been tweaking with something Emilia left behind?_

"Some of us still remember the kidnappings. I don't like everything the kid's been up to, but I'd fund whatever he's doing so we don't see that again."

Gwen got up from her table, intending to follow the conversation. Before she could get very far, a bright flash stung her eyes, leaving her blinking to clear her vision.

"Huh? What was..." she looked around, but was interrupted by a familiar voice.

"Hey, Gwen? What are you doing here? Parties aren't your style." It was Peter, holding a camera as he waved to her.

She followed the sound, seeing the boy himself walking toward her.

He'd dressed casually for the occasion. He'd combed his adorably messy hair back with a comb, wearing a shirt with the Daily Bugle's company badge, a pair of short shorts that gave her a not unpleasant view of his muscled legs, and sneakers, also stamped with the Bugle's seal of approval.

"Hey Peter, you on the clock?" she asked, trying to avoid that particular topic.

"Yeah," he said, filling a glass with water. "Jameson's scouting out the party. He's been very insistent lately about covering Oscorp's work."

And when Jameson's interested, that means he thinks there's something worth covering.

"I um, I'm kind of in the middle of something personal at the moment."

Peter looked as if he were about to say something, but seemed to have thought better of it. "Alright, I'm not going to pressure you. If something's on your mind, you can always tell me when you're ready."

He reached across the table, gently placing his hand over her own.

"Maybe over some dinner?" he ventured.

"Maybe tomorrow? Today's a little busy for me."

"I mean, it doesn't have to be just us. I could cook for you and Mary Jane, I've picked up a few things from Aunt May."

"Hmm, yeah, that would be nice. Tomorrow, around seven?"

"Sure," he said warmly, adjusting something she couldn't see on his camera.

"Anyway, I'm sorry to leave so quick, but Jameson's going to tear me a new one if I'm late."

"Gotcha. And, I'm sorry we've not gotten to hang out much. This uh, job," she giggled slightly, "doesn't have the best hours."

"I understand. Well, gimme a call when your shift's over."

With that, the reporter grabbed his camera and all but ran to the exit in a hurry. Admittedly, this left her somewhat disappointed.

"What? No time for a peck on the cheek?"

Gwen didn't have long to wait. A few minutes later, Helen spotted her.

"Thank you for waiting," she sat on Peter's vacant seat opposite to her. "Honestly, some of these guests can be..."

"You said you were going to talk. Let's talk."

Helen clasped her hands, as though preparing to pray.

"What do you want to know, Gwen?"

It was a surreal question.

A ridiculous one. It was strange, she'd imagined this scenario for years, but it had always been a cathartic fantasy, not a decision she could make.

Now, she could finally know the truth.

She pondered the question for a minute's time, before answering with one of her own.

"Why?"

"Why..." Helen trailed off, expecting Gwen to finish.

Instead, she savored the moment, letting that one word hang in the air.

"Why did you leave?"

"That... is a simple question with a tricky answer."

"Why did you leave!" It wasn't a question this time.

"Gwen... please, let's take this to somewhere private?"

A few of the partygoers looked their way.

"Fine."

Helen stood up from the table, leading Gwen through the exit. They passed through a row of elevators, twists and turns through the hallways, and under a flight of stairs before she found what she'd been looking for; an unused conference room.

* * *

They sat across a large counter with plenty of space between them.

"So, why?" Gwen said again.

"I met George a week after I turned 19," she began, taking a sip of water.

"I didn't have many plans for college. I didn't know what I'd do. But George did."

"He'd always wanted to join the police. He said he always saw the city for the bad, and rarely the good. But he decided that was why he needed to join, to know if people were capable of good in the worst situations."

"He passed the exam in 8 months. I was so proud of him, he'd be a great man that would earn a name for himself. But, what about me?"

"That was the problem, I didn't know what I'd do. I went to junior college for a semester. I got a degree in accounting, but that was all."

"I thought..." her expression softened, an element of shame creeping into her voice.

"I thought if I was a mother, I'd find a purpose for me. I'd be the loving mother, taking care of a bright, beautiful child, and I'd be happy."

"So that's it then. I'm just the consolation prize," Gwen muttered, hardly above a whisper.

"Gwen, the day you were born was the happiest moment in my life," she looked on her daughter with tenderness.

Gwen couldn't stand to look at her.

"I want you to know that. Everything that's happened before or since, nothing made me happier. I know you might not believe that, but it's true."

"Go on," Gwen kept a civil tone as best she could.

"For a while, things stayed the same. I took care of you as best I could. Parenting doesn't exactly come with a manual. George didn't talk much about his work. He'd come home from time to time with a limp, or a wound, or once a broken leg, and he always kept quiet."

She had to admit that sounded like her father. He kept his professional and personal lives separate. He never wanted to bring his problems home, as he'd once put it.

"Okay, that checks out. What changed?" she asked, unable to keep a bitter curiosity from coloring her question.

"It actually started even before you were born. Not because I changed, it was because George never did. I wanted time to have my own goals, my own job. But he wouldn't work with me. Whatever he did for all those years, I hope it made him happy. Because I wasn't."

"I kept looking for positions, internships, anything to give me something to work for. So when I was offered a job in Paris, I took it."

"So, that's it? You didn't like being a mom, so you went off to Europe and got rich? Oh, that's such a tragedy, I can't imagine how hard that was for you. Dad never told me."

"Gwen I'm..."

That was the final straw for Gwen. She'd had enough of her self-pity. Enough of her excuses.

"You have no idea, do you?!" she shouted, kicking the chair under Helen's feet.

She fell to the floor, hitting her head against the chair's wood as she did.

"You left us without ever telling me! Dad never told me!"

Helen looked up at Gwen, a bruise forming on her cheek, but said nothing.

"When Dad died, there wasn't anyone who helped me! I was alone..."

She wouldn't cry. Not for her.

She shoved the table to the side, toppling the heavy wood over, clearing her way.

She slowly approached the older woman, hands trembling as she strained to keep her fury in check.

"I had to drop out of school, I never got to graduate because of you. You never called when he died, apparently that just wasn't important enough for you. So why? Why did you call me all those months ago? And it'd better be good, because if it's not... well," she glared at her, equal parts pain and anger in her eyes. "I'd hate to be tied to the tower windows, it's a long drop."

Helen swallowed, clearly effected by her threat. But there was only shame in her voice when she spoke.

"I was coming back to the United States. My contract was up, and I knew I'd have money living with my husband. But... but I also wanted to see you again."

"It's a little late for that, don't you think?" she hissed as she pulled the older woman up by the collar.

"I know. It's too late for forgiveness. But, that's not why I wanted to see you. I was looking for Spider-Woman's help."

"About Harry making another Rhino?" she spat, contempt and disbelief in her reply. "Like I'd buy that *&^%.

"Yes. It's not ready yet, but it's only a matter of time. Here, I have proof!"

Helen fished through her blouse pocket, showing Gwen a photo.

The photo was dark, somewhat poorly shot, and the lighting was far from perfect. Nonetheless, Gwen recognized the tubes, barren walls, and shelves of equipment of Emilia's laboratory.

 _No doubt, that's where Chameleon took me._

Looking further, she saw the pod that took up a large portion of the room. Inside were pieces of black body armor. Connecting each piece were gray tubes, wires, and plates lined with flashing blue lights. The helmet looked similar, dominated by a black visor with additional electric blue lighting that served as the humanoid's eyes.

To the side of the pod was a large panel labeled "E-Series Model-A".

Gwen stared at Helen's evidence, trying to comprehend what she was seeing.

"This was taken four days ago at the location."

"Where?"

"Floor 14.5."

"Then I believe you," Gwen said without a moment's hesitation, loosening her grip on her mother's collar.

"You do? Oh, Gwen, thank you! Then we can work on getting you..."

"No."

She seemed taken aback, looking up at her daughter standing above her.

"But Gwen... he's building a cyborg? And who knows for what purpose?"

"I said no," she repeated. "You want me to break into Oscorp's most secret location through an elevator shaft, go through what's probably one hell of a security system, and risk my life to destroy Harry's work? *&^% that noise."

"And what if it's another Rhino?"

Gwen laughed.

"He may be an Osborn, but he's not like his mother. Heh, guess that makes two of us."

She thought of Alex, trapped in the Rhino. All his struggling and brainwashing at Silvermane's hands. And Harry taking his place.

She shook her head, unable to connect the two extremes.

"Harry's my friend, he's one of the nicest guys I know. If I want to know what it is so badly, I can just ask him. He's never lied to me."

"But Gwen, how do you know..." she said, her voice taking on an edge of desperation.

Gwen's anger had left her.

She wasn't going to hurt her mother. She wasn't worth the effort.

"That's so very you, Helen. This whole thing was one big excuse to manipulate me. Make me feel sorry for you, so I could do whatever dirty work you cooked up with Roderick. Well, I'm not sorry."

Before her mother could open her mouth, Gwen cut her off with a wave of her hand.

"And you're not either. If you were really sorry, you would've come back when Dad died, not blackmailed me to come to you. You're not sorry, you're guilty. I mean, why take responsibility when you can live the fantasy, right?"

She regarded her with utter contempt.

"You wanted to marry the hard-working, honorable man who did the right thing. But you got bored. So you wanted a baby. Be the struggling house wife with a perfect kid and a good husband."

"When you couldn't handle me, you pretended I wasn't there. You looked for a way out, because you told yourself you'd made a mistake, that this just wasn't for you."

"Gwen..."

"So you left us, moved to Europe where you could see all the exciting places with a new job. And somewhere along the way, you got together with a very rich man."

"Please..."

"But deep down, you regretted what you did. All that money couldn't buy back what you really wanted. So when the guilt was too much, you wanted forgiveness."

"Well, that's just too damn bad. I don't forgive you. You'll have to live with what you did. You're not saying "sorry" to make up for your mistakes, you're just trying to make yourself feel better."

"There's..."

"And look, now your daughter's Spider-Woman, isn't that great? Now you can be happy, because even if you can't atone, you can be proud of her. Because she's a hero! Is that what you want to say?"

"It's not just Harry. There's something more important."

"Well, I don't care. I'm done with you."

Gwen looked away, heading for the door.

"Goodbye, mo-"

"Octavia!"

Gwen stopped.

"Octavia, she's planning something. I know what it is, Roderick has connections..."

She dared to look back.

There was something different in her expression. Not the self-indulgent pity she'd expected, but real, genuine worry in her eyes.

"Carter's been doing things to his prisoners... horrible things! And Octavia wants to stop him. But what she's planning..." she was trembling now. "It will only make things worse!"

Gwen remembered Hammerhead, the teror in his eyes as he'd been hauled off by the police.

And he wasn't the only one, Mysterio had also pleaded with her not to be arrested.

Was there something else going on?

 _As much as it hurts to admit, Helen's not lied to us yet._

Gwen sighed.

I'm listening."

* * *

"There we go," Mary Jane said with a tired smile as she closed the last donation box.

Her hands ached, and it wasn't from sewing for a change.

"Okay, that's all of them, Sir!" she called out to her boss.

According to Kingsley, this was the highest number of contributions they'd seen in any of Oscorp's charities. She couldn't even count all the toys, candy, cans, lunchboxes, dishes, honest to God money, and perishables she'd handled in the last 24 hours.

Roderick stepped into the storage room with one of his usual grins. 2 months on, she still never knew how much (if any) of his smiles were genuine, and what was just playing his part.

"Excellent news!" he clapped his hands together, beaming at his charge with wide eyes.

"This is going to make a lot of kids happy, if I do say so myself. And it'll do wonders for the company," she said, returning the smile.

"Perhaps, not as happy as you'd like," he began.

"Sir?"

Before he could explain himself, his cellphone rang.

He offered an apologetic look.

"Talk to me," he chirped, stepping away for a modicum of privacy.

"Oh, it's you, sweetie! So, how'd it go?"

His smile evaporated in an instant.

"Oh, I see... That's..."

"Are you okay? Do you need any help..."

"That's good. Well, nothing we can do about it now. Yes, I'll be right there, stay safe."

Kingsley hung up.

Before she could inquire about that as well, she was once again interrupted.

"Ms Watson?"

"Yes, Sir. Something you need?"

"Fill free to take the rest of the day off."

"I'm sorry?"

He looked at his charge with a seriousness she'd rarely seen.

"Please, take the rest of the day off. Thank you for your service."

And just like that, Roderick ran out of his office without a moment to lose.

MJ shook her head, more confused than ever. Not for the first time did she wonder if she'd ever understand her boss's eccentricities.

Lacking anything else to do, she grabbed her purse and left.

She didn't get far before her own phone caught her attention.

It was Gwen. She smiled.

"Hey, it's me. Could you meet me in the lobby?"

"S-sure, I didn't know you were here..."

"There's... a lot of catching up to do."

* * *

"Oh my. That is a lot to take in."

Gwen smirked, as if to say "told ya so."

Passing through the Tower entrance, Gwen looked a little more at ease.

"So, what do you think?" Gwen said after a pause. "Did I do the right thing?"

"What do you mean by that?" MJ asked as they crossed through the parking lot.

"I mean, is it wrong that I don't feel sorry for her?"

MJ gently put her hand in her's; Gwen didn't object.

"It's whatever you want it to be. I can't tell you how Gwen feels, only Gwen knows that, silly."

"I guess. I just thought, doing this... when I'd finally get the chance to tell her how I feel, how terrible she was, I thought I'd feel better."

"Don't get me wrong, she's never getting any sympathy from me. It just feels strange, she's the last piece of family I have."

"Eh, family's overrated, I thought we already agreed on that."

"Yeah, I guess so..."

"Gwen, you don't have to worry about that," MJ said, looking at her friend with concern. "Helen made her choice a long time ago. If you can't forgive her, that's okay."

"It is?"

"Of course. Gwen, she's not your responsibility. She didn't want to be a part of your life, and that's her loss. But, are you sure she's not going to tell anyone? How do you know she'll keep it to herself?"

"Oh, she will." Gwen smiled. A hard, unkind smile.

"I know exactly where to find her. If anyone else knows about Spider-Woman, then I'll know exactly who's responsible."

 _And what about Octavia..._

 _If anything Helen said was even half-true, we need to do something about it._

 _But what are we going to do? Break into a prison? Who honestly does that?_

"Hey Gwen, you okay? Still thinking about her?"

Gwen shook her head.

She had a day to prepare, it would have to be enough.

"No. I get why she did what she did. I just wish..." she stopped, taking one last look at the tower. "I just wish she hadn't."

* * *

"Is everything alright, Helen?" she looked up from their bed, Roderick standing over her with concern.

"I'm fine, Roderick," she wiped a tear from her eye.

He sat down beside her, wrapping an arm protectively around her waist.

"So she didn't take the bait?" He took a sip from his drink, grimacing briefly at the taste. "Interesting."

"No. But it doesn't matter," she rested her head against her husband's lap, trying to find comfort in his touch. "Octavia's the bigger concern. I don't trust Emilia's work, but there's still time, Harry has a lot to learn before he can fill those shoes.

"Besides, Hardy's little plan should be enough to discredit him from gaining too much influence, even without leaking the blueprints."

"You're right," he agreed, softly stroking her long blond hair.

"We're playing a dangerous game, Roderick. If either of them find out we've got connections, we're as good as dead. Octavia won't be happy that Oscorp still has a hand in her work. Maybe... maybe we should consider getting out of this whole thing."

"Helen, that's not like you. Did she really get to you so much?"

"She was right about me. I'm a terrible mother, I should have been there."

Helen couldn't stop her tears. She let them wet her cheeks, the bitter taste of regret on her tongue.

"Maybe," he admitted. "But you're still helping your daughter. Octavia needs to be stopped before this gets out of hand. And look on the bright side," he said, managing a smile for her.

"Gwen's in good hands. That Mary Jane is a fine young woman, they've been living together for 5 years, if her records are correct. She's not alone."

"I suppose you're right, Roderick. She's already done so much good. And now, she's going to do so much more."

Helen's smile was not a happy one, but there was a pride in her that grief couldn't spoil.

"But maybe you're right, we should think about alternatives, just in case," he fished through his bank accounts. "I've got some nice property in Hawaii, maybe it'll be nice to take a vacation."

"Should we tell Octavia?" she teased, pouring herself a glass of brandy.

"We wouldn't want to spoil her good mood," Roderick laughed, cheering his glass with her's.

* * *

The soldiers surrounded their leader, saluting as she stepped forward to her podium.

The Rhino, sitting hunched over his knees to give the soldiers their space. Scorpion, looking on with impassive eyes through his mechanical armor.

The Shocker wore his black robe, standing closest to his creator with wrapped attention.

Chameleon stood apart, observing the events dispassionately.

It was only when each soldier had arrived, down to the last that Octavia began.

"Our time to strike is at hand, my comrades. I've awaited this day, as have you all for some time, but wait no more, the time is nearly upon us!"

The assembly of troops seemed as though they'd break formation to applaud, but she halted any cheers with a hand.

"In 21 hours, we will strike at the heart of Stanley Carter's corruption. In 24 hours, we will expose the secrets, lies, betrayals, and crimes our chief of police has committed. The people he has tortured, the slaves he has chained, shall all be freed!"

"And when the world has seen what he has done, his hold over the city will be broken. And our numbers will swell with the ranks of loyal soldiers to the cause."

"Tomorrow, the day of liberation will bring a new dawn! Tomorrow, the mutants will have their moment of retribution! Tomorrow, the Raft falls! Let Carter's strength crumble under our Superior Force!"

 **The End.**


	20. Liberation Day Part One

**Disclaimer: Not Marvel.**

 **#20:Liberation Day Part One**

A strong, ceaseless downpour drenched anyone unlucky enough to be wandering the streets. The man behind the wheel was grateful to be spared the damp weather, if nothing else.

His transport was empty, the chief's contacts hadn't offered up any prisoners. At least the warden's resources wouldn't be tapped to keep another prisoner in check. Still, he'd be scolded for his empty cargo. Let it never be said Stanley Carter didn't take pride in his work.

The driver wearing a policeman's uniform squinted through the humid air. The wipers were doing a poor job of keeping the windshield dry.

Taking a turn down the road leading to a wooded trail, he saw a van in the rear-view mirror.

Looking back, there were several in fact, and quickly approaching.

Ahead, yet another was parked blocking the road. He quickly slammed the breaks.

Behind him, the vans stopped.

Armed men in black stepped out of their vehicles. Before the driver had formulated a means of escape, they surrounded the empty bus.

He glanced at his communicator for just a moment. This far out of the city, the force wouldn't have time to track down his location, let alone attempt rescue, nor was there hope of pursuing these suspicious men.

He sighed and climbed out of his seat, hands raised passively.

The men (and women as he soon discovered) circled around him without a word, pistols in hand. Once they were satisfied he wasn't going to run, the doors of the front van opened.

A man in a black robe walked toward him with deliberate steps, metallic boots clinking against the pavement. He stared at him with luminescent blue eyes on his yellow mask, secure through a layer of thick glass. On the back of his gauntlets a red light slowly flashed; sensors of some sort.

"Judging by your uniform, mode of transport, and location, you are heading to the Raft, are you not?" he spoke in a calm, low tone, audibly that of a young man.

The driver felt his lips move without comprehending what he' said, a torrent of fear and anger was doing all it could to drown out his rationality.

"Y-yes, b-but we don't have any prisoners."

"Captives," he spoke bluntly. "Prisoners would be those who have received a trial and legally convicted as criminals. You work for him?"

The man nodded, confirming his fear. The contempt in his voice at the word "him" couldn't refer to anyone but Carter.

"You!" he spat at the man's feet, hands clenched into fists. "You're Silvermane's bastard kid. Filthy murderer, you should be there with the rest..."

He felt a cold hand on his forehead. He looked up to see the freak himself. Before he had time to speak, a horrible, keening shriek assaulted his ears.

A pressure built in his temples, making his head throb and his eyes wet with pained tears. He tried to cover his ears, but his hands couldn't seem to close around them.

Just as suddenly as the sensation began, the hand left his skin, his body feeling numb, fingertips aching from the vibrations.

"Speak of that again and I'll flood your senses until you gouge out your eyes from their sockets."

It was only then that he saw the armed men and women wearing soundproof headsets. The Shocker raised a hand, and they removed them.

"W-what do you want from me..." the man's anger had left him.

"It is not what I want, it is what they want," the cyborg replied, gesturing to one of the identical-looking soldiers in black.

The Chameleon morphed into their default form. They stood in front of him with impassive eyes. They took his hand, more gently this time, though by no means less assured.

They turned to their men. "I want to know everything about him, what he had for breakfast, his height, his criminal record, if he's a Rei or Asuka fan, everything."

"Understood, sir!"

The man let himself be led to the van by Chameleon and the few soldiers that followed.

He was restrained in one of the van's seats, surrounded by guards.

"I want you to record this session, if you would. I trust you all will perform the interrogation admirably. Relay your recording when finished, I have a few more preparations to make," they said, walking away from the van.

Shocker turned to face the majority of the soldiers. "As for the rest of you, search his transport, we need to be sure there's no explosives, cameras, or incriminating evidence."

The soldiers saluted Shocker with their guns before returning their weapons to their holsters.

"Yes, sir!"

Alison stood apart from the rest. He looked out over the surrounding greenery, taking in the smell of the trees, one of the few natural senses that he still had.

He closed his eyes, taking in as much of the clean air as he could. For a moment, he could pretend he was still human. Still alive.

"Alive? That's not for you, not any more," he muttered under his breath, remembering what his lady had promised him.

"Are you quite alright?"

He flinched despite himself. Looking around him, he saw Chameleon approach, a mildly curious look on their face.

"How is the new position, Commander?"

Shocker shrugged. "I'm still not used to the title," he admitted. "It feels strange."

"It makes you feel like a person," they said. "Here, you are someone important, Octavia's right-hand man. Maybe the position is a bit much, so you came out here for a breather. Or perhaps it is my first guess that's the problem."

Shocker stiffened. "I am the Shocker. I am not a person."

"I see," they nodded, more to themself than to him. "Surrounded by armed men must be unpleasant, given your situation."

Allison tried not to think of the memory.

"You seem to know about me, but what about you? Why are you here?"

"Changing the subject, are we? I've grow weary of tormenting others. But if it must be done, I would prefer not to see it."

He shook his head. "I mean," he pointed to the soldiers, still searching the bus. "Why are you here?"

"I'll tell you what's on my mind if you tell me what's on yours?"

"Why not just ask Octavia? Or just turn into me for a while, the memories should trickle in if i get what you do right."

"Phantoms surround my thoughts. I never forget, a single memory, as with violence, that too is something I've had my fill of. Besides, I would rather hear it straight from the horse's mouth, so to speak. You seem troubled, perhaps it'll help clear your mind for the mission. A man with a heavy heart carries a heavy blade."

The cyborg considered their words.

"I am not a person, but I once was..."

* * *

"Allison Joseph Silvermane," his father looked at him with a gaze that could freeze hell. "For your crimes against all I hold dear, you face the ultimate punishment. But, I will spare your life if you explain yourself. You will be arrested with no hope of freedom, but you will live."

Surrounded by guns and the scorn of dozens of men, he can only think of Carolyn.

She who listened to him with the utmost attention, and in return, he would sit, enraptured as she explained her revolutionary theories on robotics and the future of human progress.

Compared to her brilliant mind, his father only offered stale tradition that has long since lost its relevance.

He worked for a noble goal, and would not submit to an ignorant old man.

He did not speak.

But the facility was ruined. Her lesser creations have fallen to S.H.I.E.L.D.'s men.

The experiments were failures. All but him, her first, her only.

"Answer me, boy! Will you repent?" The Don stood from his desk, clenching fists that have grown pale with suppressed tension.

He had fought by her side to the last, but she had ordered him to leave.

He would have given everything for the pleasure of dying by her side, but he could not ignore her will.

Allison said nothing.

"Very well. Then you will die as a traitor. Your body will be left to rot, unburned and unburied. Alexander, I want to see his eyes."

One of the guards looked up, clearly half-afraid for his life.

In the end, he had tried to fight the thief, hoping to save her last creation. But she had escaped. The shame was greater than anything so pitiful as his own life.

"But sir, he is your..."

"Show me his eyes, Alex! Or would you like to join him?"

"Y-yes, my Don," the young man held his gun in one hand as he stands in front of Alison.

The accused did not give his father the satisfaction of a response.

Even as the butt of the gun smashed through his reinforced casing, he still feared for Carolyn. He prayed that she escaped with her life.

His father looked into his eyes, but he did not acknowledge him, even as specs of glass pierce his corneas, he never blinked.

"Carter, it is only fitting that you do us the honor yourself."

The chief of police smiled grimly, loading his revolver with deliberate care.

"I am grateful," he bowed his head briefly, before putting his sight on Allison.

"My son, I regret the shame you have brought upon a father who did you no harm. But you have made your choice. Goodbye." Silvermane closed his eyes.

"By the way," Carter said casually as he trains his gun on Shocker's head. "Carolyn is dead."

He looked up, a horrified expression concealed by his mask as the bullet enters his temple, the sound louder than thunder in his ears.

He woke up two months later, lying in a garbage heap, a synthetic voice calmly informing him that his systems are low.

He was surprised to discover he could think, move, breathe, live. There was no pain, no sign that the bullet had killed him.

From that day on, he was a mechanical rat, scurrying from place to place, scavenging for car batteries and oil. He was no longer hungry, nor thirsty.

The news had reported him dead, though they had neglected to mention the mix of oil and blood on his body.

He was not dead, but his body had been resurrected, proof of his lady's divinity. It was a body that could not touch, a vessel that lacked a need for earthly pleasures.

What kept him from a final death was the fading hope of his Octavia still alive, and the growing hatred for the people who had killed him.

It was only years later after he'd reunited with Octavia that she'd explained the automated repairs in his system. They had been designed to conserve power, keeping him on emergency healing until she could repair him.

* * *

"Commander, we have all the information we need. Most of us are in the prison uniforms as ordered."

The Shocker was startled out of his reminiscence by the soldier.

He nodded, grateful that his shell hid any expression from the others.

"Let's proceed with the mission."

He held out his arms as a soldier handcuffed him.

Chameleon, now in the form of a man named Winston Manchester took his place at the drivers' seat.

Shocker shared a glance at them, as if to say "this discussion's not over".

helicopters were fueled and ready to go, on standby at a minute's notice.

* * *

Spider-Woman enjoyed the evening patrol. The cool air was a nice refresher after an especially hot day. When it wasn't too chilly, it was nice to swing through the rain as it drenched her suit.

"Maybe I should just head home," she mused, swinging over a sign advertising a dubious-looking soda. "Gliding on a full stomach is never fun, even if it was from Peter. Damn that boy can really cook."

Her phone chose that moment to blare her bass-heavy ringtone.

 _You just had to jinx it._

She landed on an apartment balcony, calls rarely went well with the wind in her ears.

"Hey Peter, what's up?"

"I forgot to ask with dinner, but how did your uh, personal business go?"

Gwen grimaced. "Would you believe me if I said that my sorta-evil-but-mostly-pathetic mother tried to coerce me into infiltrating a cybernetic project ran by my childhood friend?"

"Uh, normally, no. But given the last few months, I'd buy you were the daughter of Loki at this point."

Gwen sighed. "Tell me about it. The fact that I can say all that straight-faced scares the crap out of me."

"Well, did you?"

"Nah, it was a ploy to get my attention. Maybe. I think."

"Well, be on your guard. I don't know if you checked your tracker lately, but Chameleon's been seen near outside the city. Looks like they've been hanging out at a police checkpoint. It might just be nothing, but you never know."

"I've not checked lat... Oh hey, I got a call on the other end, it's from MJ. Thanks for the tip."

"No problem Gwen."

"Hey Gwen, I've got some news."

"Can it wait? I'll be back in fifteen minutes."

Her roommate sounded worried on the other end. "Um, you might need a head start. You got a letter from someone I've not heard of."

Spider-Woman felt a pang of deja vu.

"No idea who sent it? You sure?"

"Some guy came over an hour ago. Said he was sorry for being weird, but said his friend slash boss could help. And if we needed a lawyer we should ask Jean."

She was surprised at that. "Jean, really? And why a lawyer?"

"I don't know any more than you do. Here, let me read it."

There was a scrunch of paper in the background before Mary Jane read its contents.

* * *

 _Dear friends of Spider-Woman_

 _Don't worry, I have no idea who she is. I only know that she's a great help to the city. I am not blind to what's been going on lately, so to speak, despite her reputation, I know the things she does help those in need, even if it doesn't always feel that way. I can relate._

 _I've fought with the creature called Chameleon for years, and I still cannot understand why they joined Superior Force. Regardless, they may fight her, maybe they'll even help her, but Spider-Woman must try and stop Superior Force._

 _A mutual friend of mine has told me you've encountered them before. They are planning something big tonight. They call it "Liberation Day", and it is going to take place in the Raft. Despite the name, just from knowing Chameleon and their ilk, I know it cannot possibly mean anything good._

 _I unfortunately have a case that demands my attention, so I regret to say I can't help, but I'll do what I can, time permitting._

 _The Raft is the most secure prison in the state, and no doubt will be staffed by Carter's dogs. The Force will infiltrate their facility with intent to kill._

 _I know he is an evil man, but Superior Force, good intentions or not, can't have anything good in mind. I don't know what Spider-Woman should do, but her help will be needed, of that I have no doubt._

 _I hope she can stop them if possible. From one hero to another, I wish her the best._

 _Signed, Daredevil_

* * *

A chill that had nothing to do with the night air ran down her spine, confirming what she now knew.

 _Helen was right after all._

"Daredevil?" MJ wondered after finishing the letter. "A friend of yours?"

Gwen shrugged, forgetting her roommate couldn't see her for a moment. "Never heard of the guy, but from what little there is, it sounds like he'll at least not get in my way. Guess that'll have to do?"

"Get in your way? Gwen, you don't intend to go there, do you?"

"'I have no choice. If Superior Force is involved, and not just involved but planned this seriously in advance, then someone has to stop them."

"But Gwen..."

"Helen was right. It all makes sense, that's why Chameleon wanted Carter's assassination to fail, Superior Force has been keeping quiet, preparing for their next target. I don't care about Carter, but between him and Octavia, there's going to be blood."

"But if it's on an island, how are you going to get there?"

"I'll think of something."

* * *

Superior Force's base was busy with activity. Most were already putting their orange prison suits over their light armor, some who had finished their preparations were eating a quick meal, and all were anticipating a victory, albeit one that might cost lives. This, they all knew well was the price of admission.

Octavia sat within her own chopper, reviewing a live feed from her informant, who was presently thrashing and screaming for his life. Far from professional, in her view.

"Sir, please! There are civilians down there! Please! Oh God... Frank, you have to do something!"

The veteran kicked and shouted in his pod. Guards held him down as the gas slowly took its tole on his mind, plunging the mercenary into visions of Agent Orange clouds and burning villages.

Turning her perspective within the confines of the shifting view, she saw several other pods, currently closed as the prisoners were brought subdued to the containment wing.

The exception was a young woman with long red hair, matted and filthy, fighting the guards at every turn, a badge labeled "Wilson, M". While she appeared agitated with her trembling hands and heavy breathing, her eyes were unclouded by fear.

Octavia read the words from her lips before she heard them, first mumbled, but gradually gaining clarity as her struggles increased.

"I will not forget the Master's gift. I will not forget the Master's gift. I am Mysterio chosen by the Ancient One. I will not..." a guard hit her in the back of the head with the butt of his rifle.

"Enough, do you ever shut the hell up!?"

"Forget it, Number Six. She's not taking to the stuff, let's put her back in her cell. The Warden will lose his *&^% if we waste any more gas."

Wilson was stunned, but continued to mutter her litany as she was dragged out of view.

The guard with the number 6 on his shoulder nodded. "Yeah, guess you're right."

Octavia contacted the Shocker through her terminal. "Miranda's been spotted. She has been relocated from the containment wing on the fourth floor to her cell on the third. Beyond that, you're going in blind. Stick to protocol and await the signal."

"Understood. What is the status on Scorpion and the Rhino?"

"Rhino will be deployed in two hours on the dot. Scorpion shall intercept your team within that time. If Miranda's retrieval proceeds as planned, our greatest asset to the Force will be completed, codename, 'Superior Six.'"

* * *

The bus was parked at a private landing port. Chameleon led the false prisoners through the checkpoint, Shocker forced to follow in his handcuffs.

"Hey Winston, you're late! What gives?"

They looked sheepish. "Sorry, got a bigger load than expected. Don't worry, I've got clearance," the shapeshifter pulled out a forged card with a list of prisoners and their accusations.

The guard looked over its contents. "Eh, Carter's gonna be pissed there's more mouths to breastfeed, but what can ya do."

According to the knowledge gained from their interrogation, the processing wasn't anything unusual, the prisoners were identified, given serial codes, and led to awaiting choppers, covertly piloted by a stealth team sent in a few hours prier.

It was only when Shocker's turn came up on the queue that the guards began to take interest.

"Hey!" shouted one, "It's that *$$hole freak! You killed my brother at that bank, you son of a..."

Chameleon stretched out a hand, gently touching his shoulder in reassurance. "Easy now, we've waited for this one a long time, but we still gotta do this right. Carter will take care of him I'm sure."

On their fingers, faint red tendrils dissolved into the man's skin, glazing his eyes slightly. "Ah, yeah, you're right. Still, you're going to suffer for a long time, you hear!" he spat on one of Shocker's feet.

"Somehow, I doubt that very much," he said calmly.

Otherwise, the plan went according to schedule. The faux-prisoners were loaded onto their respective choppers, bound for the Raft. Chameleon shifted into a pilot who had just gone to use the bathroom and climbed aboard, Shocker in toe.

"Shocker's here too, it looks like he's been arrested," Gwen noted behind an unused police car.

"Chameleon's gotta be the guy leading him on with the cuffs, the tracker doesn't lie. It's a decoy then, no way Shocker doesn't have something up his fishnet sleeves."

As one, the helicopters began to rise.

"Oh no you don't!" she charged ahead and leapt off the edge to of the water. She flung a thick web she'd prepared over her shoulder as though it were a grappling hook.

The force of her throw, combined with the night's wind and now lacking a center of mass pulled her farther than expected, flinging her into the air with the knot in place.

For a terrifying moment, she looked up to see the chopper's blades come closer into view, but the pendulum-like motion pulled her back before she could hit what would otherwise have been a painful death.

Spider-Woman quickly attached a second line to the skid,, slowing her momentum considerably after being pulled back.

"Okay, step 1: Latch on to a big helicopter with guards and prisoners."

 _Step 2: realize what a bad idea this is?_

"Step 3: Ignore the voice in your head that reminds you you're a hundred feet in the air over the water with a few pieces of web keeping you from death."

She didn't dare look down.

In ten minutes time, they had made it.

* * *

The remaining members of the task force stood apart from the others.

Scorpion stood beside Rhino.

Either through an unspoken oath of silence, or simply out of convenience as the most unusual of Superior Force, he found it easier to endure the distaste from the ordinary soldiers when he wasn't the only one being gawked at.

If pressed, neither could explain why they felt relaxed in each other's presence, simply that they felt it worked for them both. For his part, Rhino appeared to appreciate the company, as much as one could seem within a 3-ton mechanical frame.

It was only on this day, five minutes before they were called to their stations that Scorpion spoke.

"Your future?"

Rhino slowly moved his head to look at his hollow eyes. "I'm sorry?"

Scorpion sighed, his slightly mechanical tone conveying the annoyance of a teacher explaining a simple equation.

"What. Is. Your. Future. Your life, later?"

Rhino's laughter was loud and bitter, echoing through the halls, not that he cared. "Good one, I didn't know Russian bugs had a sense of humor too."

Scorpion merely scratched his head with his barbed tail.

"What future do I have in this suit? I can barely move, I just learned how to sleep, and my body's dead without life support."

"No food? No sleep? Dead inside? Like life in Leningrad. 15 years in USSR, then complain."

"Somebody's optimistic..." Alex grumbled.

Scorpion looked at him with a serious scowl, at least within the confines of his stitched lips.

"Moved to America for better life. Found a job. Had a girl. Life got better. Now, I can talk, and look for her. Then I'll be happy."

He hadn't expected that. Alex spread his hands apart, doing his best to convey surprise.

"And... just like that?"

"Yes." Mac nodded.

"Pffft, what can I do with just a voice? Work in marketing? Or maybe someone has a fetish for giant hulking armor, so I'll have a brilliant career in sex calls."

"Maybe," Scorpion shrugged, giving no indication that he wasn't serious.

He laughed again. "Sure, why the hell not. Why don't you talk much?"

"Don't feel like it."

"Is it, um, well..." he trailed off, not wanting to sound insensitive.

"Same in Russian. Actions better than words."

"Fair enough."

Their conversation stopped as Alex noticed a soldier come up to his knee.

"Octavia wants you to uh, be deployed..."

Rhino slowly nodded, stepping toward a deployment pod.

"Hey, what's this girl's name, anyway?" Alex asked. "Just curious."

"Diego."

* * *

As the helicopters approached, Gwen looked over the island; a small, rocky chunk of land dominated by the prison, though Gwen thought 'fortress' might have been a more apt descriptor.

Tightly packed buildings jutting out of the rocky ground stood out sharply from view. Decades ago, they had been separately constructed, but gradually over the years catwalks, bridges, expansions, and stairways had been erected over the space between. Now it was a roughly cohesive complex marked with abrupt turns and roofed gaps between floors where rails had been hastily added.

Where the larger buildings converged, towers had been fashioned, atop these were radar dishes, turrets, and outposts where the occasional guard patrolled.

Not built with visuals in mind, the place was functional, and quite good at a prison's duty; keeping out what was locked in.

"Holy *&^%! It's like the Forsaken Fortress on crack. There's guards and censors everywhere, and Commander Fishnets still thinks he can get in?"

 _Liberation Day, the letter called it. They wouldn't go through all the trouble to get caught, he has a plan. And that probably means breaking someone out._

Gwen scanned the surroundings below, there were several places she could land, but they were all manned by guards.

"Crap, if I can't find a place to hide, none of that is going to matter."

The helicopter was approaching a building below, guards were streaming out of the connecting corridors.

 _Probably where the prisoners get assigned._

 _There, if we can get over that wall safely, we might not be noticed._

If she couldn't stick the landing, she'd be captured or worse, and definitely injured. It was risky, but so too was the situation at hand.

"Screw it, let's do this."

Steeling herself, Gwen detached the second line, leaving her hanging from the landing skid. She began to swing herself back and forth, building up momentum.

The ground was getting closer, there wasn't much time.

"Now or never, Stacy..."

Bracing herself for a rough landing, she snapped the web at the climax of her arc, sending her careening through the air.

The wall quickly came into view, the ground fast beneath her as she fell.

The impact was better than she could've hoped for. That wasn't to say it didn't hurt, to the contrary she'd landed in a heap, back scraping against the wall as she did, but miraculously, still in one piece.

It was quite a shock to the solo guard on duty, seeing a white silhouette from above land a mere ten feet away from him.

"A-a-are you alright?" he stuttered, looking down at the young woman in white.

"Wait, oh my God, it's Spi-"

She quickly leapt to her feet and landed on top of him.

"Yes, that should do nicely. Sorry guy, but I'm going to need you to strip for me."

"I-I'm sorry, what?" he mumbled. It was all happening too fast to process.

She got to her feet, planting a heel on his chest.

"I don't have time, do it, or I'll have to get them off myself. Believe me, you don't want that."

She clenched her fist, spinning a web on her palm for emphasis.

The poor guard was too confused to argue.

She did not look away as he systematically removed his guard's uniform, both to keep an eye on him and... to keep an eye on him for reasons she would prefer not to justify.

Stripped down to his underwear and socks, he handed her his clothes, which she quickly tugged on over her costume.

"This'll have to disguise me as best I can. It's a little big though."

Fortunately they were on the bulky side so they could cover her costume. Unfortunately, that still left a lot of places for the shirt to sag that would leave her breasts easily noticed, pants that would drag, and the gloves would make webbing impractical.

 _So what now, Honey Kisaragi? You still stick out like a sore thumb._

For the moment, she used her webbing to tie his arms together over his head, and stuffing a ball of the stuff in his mouth, something he not only complied with, but raised his arms to help speed the process.

"Huh, it's almost as if..." she couldn't resist a glance at his muscular chest, and a region lower down.

In spite of her circumstances, she blushed.

"Oh God, I think he's enjoying this? Well, at least I won't have to feel guilty about it."

 _Now for the disguise._

Her solution was to stuff her chest and calves with as much webbing as possible. Some experimental steps felt awkward and bulky, but it would have to do.

As for the gloves, she used the knife holstered to his belt to cut holes in the fabric, enough to have her webs when needed.

Lacking any place to hide him, Spider-Woman muttered her thanks and took the nearest corridor.

* * *

The interior was dark, dingy, and cramped.

Crisscrossing pathways led off in multiple directions, making it hard to tell which exit would get her to the Shocker.

Gwen heard footsteps near by. She nearly panicked before remembering her cover, then turned to face whoever it was.

A guard looked at her with a glare.

"Get your %** in gear Number Twelve! You heard the Warden, all guards on level 1 are to report to the Central Wing in five minutes!"

Gwen fidgeted nervously.

"Oh, don't tell me you forgot? For Christ's sake, I know you're a newbie but this is pathetic. Fine, follow me. That's what you get for hiring interns," he grumbled, taking the upper right path through a series of locked doors and down a flight of stairs.

 _So far, so good._

"First, let's do a quick check on the mutants in this area."

"Check?" she blurted, before she realized her mistake.

"Yeah, there's just enough time to make the rounds."

Reluctantly, she followed him through more stairs and turns until they arrived at their destination; a large room made from brick and stone, dozens of cramped, windowless cells stretching fifty feet in either direction.

The people inside wore orange prison uniforms with a bed and toilet in each cell, but that was where conventional treatment stopped.

The victims ranged from every sex and ethnicity, from a middle-aged woman quietly weeping in a corner, an elderly man sitting on the floor, teenagers that could've been Black Cat's age, a muscular woman with tattoos, even a little girl that couldn't have been over 12.

Covering their mouths and nostrils was a respirator connected to a tank strapped to their backs.

Most looked normal, either hiding or lacking visible mutations, but there were several with physical differences. The old man had a third eye on his forehead that periodically twitched, the tattooed woman had hair that seemed to move of its own accord, a teen had green skin that shone even in the dim lighting, the child wept black tears that hardened on her cheeks.

In the nearest cell to her left, two Native American boys were in the same cell, hands held tightly.

Everyone was quiet. A few sobbed, breathing heavily, or moaned with pain, but they were low, soft sounds that did not carry far.

"My God..." she breathed, hardly above a whisper.

Above each door was a port where the canister could be inserted, and just below the lock - a small screen with percentage numbers from 0 to 100 on it.

Gwen couldn't count how many there were, she estimated forty-six in this area alone, doubtless there were many more.

He handed her a canister.

She looked at it dread.

"Good God, you're helpless. When you get in there, spray some on the stuff on the port at the top of the doors. That's it. I'll take the right half, you take the left. Just be sure they're all topped off."

He began systematically examining each port, reading the numbers as he began to apply the canister.

 _Why are they wearing these? And why does Carter run a prison? That guard said there was a warden, but you can't be a chief of police and a warden, can you?_

The guard's first victim was a man in his fifties with dark red tentacles on his hands. He shrank away in fear, but it would do nothing for him. The guard began to fill his tank as he strained against his straightjacket, the cord connecting the tank to the wall gave him no room to escape.

His expression of fear contorted into something tighter, harsher while his eyes clouded with anxiety.

He beat his fists against the floor, weeping as his mind was flooded with images she didn't want to know.

He moved on, the contempt in his expression never slacking from his lips.

 _Fear... they're using a chemical to induce nightmares._

"I can't... I can't be a part of this."

 _You have to. Keep your cover, we can't be found out. We don't want to be captured by Carter._

 _We'll find where he is, and give him a taste of his own poison._

"No, I don't have to."

 _You gonna blow your cover?!_

She ignored the voice and went going from cell to cell.

"Hello?" she tried to ask the tatooed woman.

She did not respond.

Her hands trembled holding the canister as she read the number - 0%.

"You'll be free soon, I promise," she whispered to her.

"What's the holdup over there?!" the guard yelled from the right.

"Um, this one is full!" Gwen shouted back.

"Then go to the next already! Jesus..."

She moved on to the next, a dark-skinned girl that looked to be around her age, her uniform stained with crusted vomit, rocking back and forth, head on her knees.

Her tank was already full.

The next, a muscular man in his thirties, whispering apologies to a woman named Samantha as he hid his face in shame. Her lock screen said 53%.

Gwen raised the canister, keeping her eye on the guard. She pressed the canister at the wall, inches from the port, to the right. Her body tensed up, expecting the guard to see through the act, yet he remained silent to her deception.

 _You're off the hook for now._

Gwen repeated the same with the next, a boy, scratching his hands until they were red with half-healed scabs, asking for his brother.

"You'll be free soon, I promise," she repeated to each.

She moved on to the next, and the next, and the next, and the next...

"You can't keep that promise."

Gwen looked at the cell in front of her curiously.

She was a short girl with Asian features, looking at her calmly with flat brown eyes and tangled red hair.

She sat on her bed, legs folded, arms crossed. She turned her head slightly, revealing a streak of white near her temple.

"I'm sorry?"

"You aren't a guard. You do a poor job disguising your voice, and the Warden doesn't let females in his ranks. You're only pretending to apply the Rapture. It is hopeless, you know," she spoke softly with just a hint of a Japanese accent.

Gwen was taken aback. The others seemed unable to speak coherently or simply even acknowledge her presence. But this girl was not only aware, but composed.

"I don't know how, but I want to help. Something big is coming, and I don't know what will happen. But now that I know what Carter's doing, I have to stop it." She clenched a fist, trying to hold back her anger.

"You can't help them," she repeated. "But there's something you can do to help me."

"Yes, anything, what can I do?"

"Take my hand," she said, a sudden yearning in her voice. She held out a hand, trembling, fingertips poking out of the bars.

Looking more closely, she saw her skin was slightly pale. Her eyes were wide, full of something that wasn't quite lust. "Please, just for a few moments..."

Gwen removed her glove from her right hand and extended it out to her, wanting to help at least one prisoner in any way she could.

When their fingers touched, there was an immediate tingling sensation. It made her hand prickle as if her hand had gone numb. More than that, the girl's fingers became warm to the touch, pressing as firmly as she could against her skin.

It was a strange feeling, but not entirely unpleasant. It seemed to be helping her, there was a gleam in her widening eyes, a quirk of her lips that suggested a smile.

But only for a moment.

Without warning, her hand drew away from her's. Her eyes widened further still, now with surprise. Her mouth was agape, the trembling grew into shakes, the shakes became shivers.

"What did you..." she said with horror, her breathing labored. "Your energy is wrong. Wrong! Wrong!" she screamed.

Gwen tried to hush her, but the guard quickly noticed.

"Hey, don't go overboard on the Rapture! We can't go wasting what's left."

Gwen looked at her with dismay.

 _Did we do something to her?_

"Finish your round, we need to get going or we'll be late," he called, making his way to the end of the right half of the cells.

The girl was still screaming, covering her mouth and looking away from her.

"I'm sorry, I don't know what I did, but I'm going to help all of you, I promise."

She continued on, she didn't want to see the others, but she refused to look away, taking in the horror and filth in their condition, her own shock slowly dulling to a seething hatred.

She'd play the part as long as she had to, but if she had a chance to get near Carter, she'd take it.

That was assuming the Force's members didn't get there first.

She finally reached the end of her half of the cells, looking back at the innocents she had attended.

She rejoined the guard waiting by the entrance.

"That all of 'em?"

Gwen nodded.

Looking back, she noticed another cell neither of them attended to, cell 44-C.

She looked at it curiously.

"What about that one?" she asked, remembering her practice at keeping her voice deep. It wasn't perfect, but it needed to work until she could get away from him.

"Oh, no. Hell no. That one's off-limits, nobody goes near that one," He said emphatically.

"Why not?"

"He glared at her again. "Damn, you really are an idiot. Didn't they go over this? He's not to be gassed, under any circumstances! Besides, you need clearance from the warden himself to open that cell."

She nodded, as though now understanding. "Oh right, I remember now. Yeah, let's leave that one alone."

He seemed unconvinced.

"Whatever, we don't want to miss what's in Central Sub-Wing. They finally got Alison."

* * *

The Central Sub-Wing was packed with prisoners and guards alike. Gwen guessed there were around 300 crowded around the area, all eyes were on the Shocker.

Chameleon was still in their disguise beside Shocker, the man who reported him in seemed to have been given the privilege of taking him in personally.

Corridors twice the size of the wing she had just seen extended outward in every direction.

Above each entrance, large monitors had been mounted.

"Alright, shut your mouths! The Warden has something to say!" a particularly large security guard bellowed, cutting off the buzz of talking and shouts.

The monitors flickered to life, revealing Carter sitting in an office chair at his desk with a cruel smile. "It's good to see you, Allison."

As one, the guards saluted, Gwen and Chameleon included.

"What good is a stage without the star performance?" Carter spread his hands out, encompassing the complex as a whole. "Welcome to the Raft, Alison. I hope you'll enjoy your stay."

"Hmph, you've rehearsed that one. And you call me the performer? Hypocritical as ever, Carter," the contempt in his voice could strip paint from the walls.

Stannly Carter laughed. "Guilty as charged. Boys, let's give him the tour."

Carter pressed something out of view, followed by a faint mechanical hum as a section of the front wall opened up.

A long line of cells stretched on into darkness.

There's easily three times as many cells here. How can he keep so many, there's got to be hundreds here, if not a few thousand.

She saw several hide their faces with their hands as the door opened. As before, there was no distinction made in Carter's definition of "prisoner", some had fur growing from their limbs, some had scales, claws, or had extra limbs. Men, women, teens and a few children. The difference here was that many seemed to recognize him.

"You yellow piece of *&^%!" one of the prisoners screamed at the Shocker, while holding onto the bars. "You left me at the power plant, now you gonna rot with us too! Ah ha ha ha!"

"Back off!" one of the guards pointed a remote at him.

"Gah!" the inmate fell on his back in fear. "Please, don't! I'll behave, I promise!"

A boy looked at him and screamed. "Please, I didn't do anything wrong! It's not time yet, right? He's not real!" He huddled in a corner, thinking he'd been gassed.

"I won't hurt you, do not be afraid," the Shocker said. "I'm here to end this torment."

The guard grinned. Instead of aiming for the man, his remote instead pointed to the boy. He turned a dial, and the boy was suddenly screaming, reduced to a fetal position, retching in dry heaves.

"Shut up!" the guard kicked the cell bars, creating a dull clang as metal struck metal.

Awakened by the noise, other prisoners stirred from their numbness to stare at the Shocker, panic or anger in their eyes.

He was taken further through the cells.

"When I saw this through Hammerhead's eyes..." the Shocker raised his head and stared at the monitor above. "I did not want to believe it. But now..."

"Breathtaking, isn't it?" Carter chuckled through the monitors. "If only George were here to see this. And now, I have you hear, the pride of my collection."

"But now I know you are beyond redemption, Carter. Your madness ends tonight."

Gwen agreed with Shocker. This needed to end.

 _Wait, through Hammerhead? What's he talking about?_

Two guards approached Chameleon. One held a respirator, the other - a canister and cables.

With deliberate care, they attached the canister to the mechanism, prepared the respirator, and filled it with Rapture.

"I've been waiting a long time to try this on you, Allison," Carter continued. "When you're all set up, we can have you escorted to my office. Then we can catch up on lost time."

"Excuse me, sir," Chameleon raised a hand. "Could we test this first in your office? You could see this for yourself for the first time. Personally, I would be honored if I could try it in your presence."

The other guards looked at him with envy.

"Eager, are we, Winston?" Carter paused for a moment, shaking his head.

"Sir," Chameleon inquired with concern.

"Nothing. I thought I saw something on radar. As I was saying, you're really working hard for that promotion, good man," Carter was pleased.

"Unfortunately with his particular enhancements, we'll need to be sure the Rapture will work at all first, before we begin. However, you may have the honor."

Chameleon nodded. "Very well, thank you, sir."

They turned to the Shocker. "Let's begin."

The guards looked on expectantly.

"I'm ready," Shocker replied without a hint of fear.

Chameleon reached into their pocket.

 _Spider-Sense!_

Spider-Woman had enough experience with Chameleon to guess where this was going. She closed her eyes and turn her head to the side.

Sure enough, Chameleon threw a smoke bomb into the crowd of guards.

She quickly blinked her eyes, scanning through the smoky air.

 _Spider-Sense!_

 _Again?_

She saw Shocker punch the nearest guard while he was reaching for his gun. Several more had their weapons ready.

Before they could fire, the cyborg spread his arms and legs out. A thin, keening sound emanated from his body.

It was a harsh, indescribably penetrating force, more a physical sensation than a sound, such was its power.

Gwen immediately covered her ears, but it was of little help. Something like a loud hum reverberated in her ears, impairing her ability to think clearly.

It became difficult to move as her body felt numb. Spider-Woman's steps felt awkward and sluggish, the knife threatened to fall from her fingers, and her thoughts were difficult to conjure.

If she was struggling to stay upright, the guards were completely helpless. They scratched at their ears as though hoping to claw the noise out of their skulls, only a few managed to keep to their feet as she had, the rest had fallen to their knees, guns fell from limp fingers, eyes watering with pain and clogged with smoke.

Chameleon had already knocked several out as they proved to be little more than sitting targets while Shocker kept the debilitating noise going.

There came the familiar prickle on her neck before she felt Chameleon's strike through the shoulder plate in her guard's armor.

Thanks to the half-second to prepare along with her suit and layer of webbing, the attack only sent a sting of pain through her body instead of staggering her stance. She used the advantage to pull her arm back and swing a punch at their head.

"That one is strong," they said, putting their hands over their head, morphing back to their default form. "A bit too strong, could it be..."

Figuring they had a point, she threw her helmet to the side, exposing her hood for all to see.

"Wuh?" one guard looked on in a daze. "Winston's a blue ninja? And Striker's Spider-Woman? Now I've seen everything..." Spider-Woman put the poor guard out of his worries.

The smoke was clearing, revealing the sight of Shocker returning to his combat pose with a ring of fallen guards.

"I don't know why you're here, but if you have any common sense, you will let us pass."

"Funny," Spider-Woman readied a web. "I was about to say the same thing."

He stared her down, ready to fight.

"Another guest? I wasn't aware we had an open-door policy today," Carter said from the monitor above. "But it's no concern,, you two will both make excellent additions."

"Shall we detain them, sir?" a guard stepped into view beside Carter.

The warden waved a hand dismissively. "Not yet. Let them fight, they'll entertain us."

They ignored him, glaring at each other through their respective masks.

 _Upgrades or not, he is still the Shocker. With enough taunts, he'll lose focus. Perhaps we can get him to spill the beans on what Superior Force has planned._

"So what's the plan, fishnets?" Spider-Woman smirked. "Oh, let me guess, you don't have one. You're just doing it because your girlfriend Octavia asked you nicely."

Shocker said nothing.

"Going to mildly annoy Oscorp and break some Z-lister out for a few days?"

He remained silent.

"If you're not going to talk, I'll just have to beat the answers out of you!" she charged ahead, webs at the ready.

Shocker kept his feet planted and folded his arms.

Spider-Woman aimed a punch at his chest, but before she could land a blow she felt the force of running into a brick wall.

The Shocker looked distorted and hazy to her eyes, her body vibrated and twitched as a field of dense sonic force kept her from moving.

 _Oh not this again!_

"I only wish to free the innocent," Shocker said as Gwen struggled to move. "And no one will stand in our way."

He spread his arms wide, releasing the tension he'd built, sending Spider-Woman and several unconscious guards flying.

She fell on her back, scraping against the floor for the second time that day. She ignored the pain and got to her feet.

Shocker folded his arms once more, stopping her from advancing.

"Like I'll believe that! You work for Octavia, she doesn't seem like an altruist to me. I was warned about you, you're planning something. There has to be someone you're looking for, someone here was convicted of a crime. So who is it?!"

Shocker shook his head. "Is that what you think? Nobody here was convicted in a trial of law. Even those that might have deserved this fate, from the innocent to the guilty, they were all treated the same."

"That can't be true, there's too many people here. Somebody would've noticed!"

Her rival raised his gauntlets, preparing to smash her into the wall behind her.

As he did, she leapt as high as she could, recalling a similar trick she'd used in their first encounter to travel above his range.

As she fell, Gwen unleashed all the webbing she could to restrain him.

She managed to tie his arms as her feet touched the ground, but he was already preparing another charge.

When Gwen's ramming speed and Shocker's vibration connected, the web between them snapped, the equal and opposite forces sending both opponents colliding into rusty prison bars.

Gwen's head swam with stars as her vision blurred. She blinked, desperately clinging to consciousness as she tried to stand.

"Alison is right," Carter's expression leered at her from above. "None of these mutants have been convicted of their crimes."

"None of them? But that's impossible, you can't just put people to torture..." she protested, trying not to believe what she just heard, even in spite of what she had seen herself.

"Did you know only about ten percent of all criminal cases ever go to trial?" Carter continued. "The rest settle for a plea bargain, or at least... used to, for decades. But in our society, there were those who had no legal precedent in our courts. People who could commit crimes with powers the authorities were ill-equipped to handle."

"Giving a lightened sentence to someone who can casually shrug off the bedrock of our democracy is a gross imbalance of power."

"Against these mutants, our authorities could not pursue justice, not when our best security had no hope of restraining powers we cannot understand. No self-respecting jury would take a mutant to trial."

"After all, no one wants to be the one responsible for the next act of supervillain debauchery. So what should a justice system geared towards mass incarcerations do? Introduce a little something called the 'Dangerous Mutant.'"

"You might be thinking 'why a mutant'? We don't understand how mutations work, and some of the greatest heroes don't even have those. Like Iron Man, or Thor, or Captain America."

"It's just the most common reason for having powers, that's all. And the public already hates them, which is an added bonus. So nobody's gonna care if they're denied bail and plea bargains, if they have to await trial as long as it takes, and if guilty, the only option is life."

 _This is horrible... how could the law fall so... so far? How could anyone agree to this?_

 _Even the ones who did commit a crime never had a chance of it being proven!_

"To put it simply; if you're guilty of being a mutant, you've already lost the right to a trial."

"B-but... they can't be denied a trial!" Gwen shouted in desperation. "What if they're found innocent?! Even if they are a mutant, that's no proof of the crime!"

The Shocker was silent, he seemed to be looking at her with indifference, as though waiting for her to understand what he already knew.

"Didn't you hear me?" Carter answered with a grin. "Only ten percent of cases ever go to trial. And no one wants to represent a mutant. All it takes is one "innocent" to go free for all those lives, property, and money to be lost for nothing. Even if they weren't responsible, it's just so much easier for companies and politicians to have a convenient scapegoat. Besides, if mutants weren't to blame, that would mean the public would have nobody to blame but themselves."

Gwen squeezed her temples in to keep her anger in check, trying with all of her mind to make sense of the reality presented before her.

"And here's the really juicy part..."

 _There's more?!_

"How do you define a mutant? Really, how? Scientists say it's something called an 'X-gene' or whatever, but that hasn't been proven yet. A mutant is simply someone who has any supernatural abilities, and supposedly has had them since they were born."

"Both of these you can easily prove on anyone."

"A-anyone?" Gwen almost lost her voice.

"Well, you'll have to go through some hoops to make it happen, but you can definitely prove something. Superhuman stamina is the easiest to prove when you pay the right doctors. And who's to say people with small powers don't have something dormant inside them, just waiting to destroy everything hard-working people dreamed of?"

Carter shook his head. "No, for the sake of the peace, compromises must be made."

"But why?!" Gwen screamed, knuckles cracking with the tension of her fists.

"You truly are a child playing adult," Carter's pleasant demeanor began to give way to an angry scowl. "If the Don's pets are in here, his influence from the city will be gone for good."

"The Don is dead!"

"Sure, now he is, but the consequences of his actions still prey upon the city. I wouldn't have had to have resorted to such drastic measures if he hadn't decided it was okay to destroy half of New York just to spite you."

 _The Rhino..._

"Capo Bennett Brant was the first. He was just ready to get out, when I interfered. The Don didn't care that much, Brant has displeased him anyway by failing his duties."

"And then the next one. And the one after that. Allan wasn't the only one who thought they could act without consequence, if it wasn't for you, he never would have sent the Rhino, or Emilia wouldn't have wasted valuable resources on her bug collecting projects."

His smile returned, wider than it had ever been. It was a twisted, toothy grin, reminding her somewhat of the Goblin.

"But I also must thank you for your hard work. This wouldn't have worked so perfectly in my favor without you."

She couldn't stand it any longer, she leapt to her feet, refilling her webs to get a hold on the screen above.

She secured her grip, pulling as hard as she could to rip the monitor from its attachment.

"What kind of bs do you expect me to swallow? I never helped you!"

Carter threw his head back in his chair, letting out a full-throated belly laugh.

"Every one of those damn trenchcoats you webbed ended up with us, sharing a cell with a real mutie. Every man you brought to our police kicking and screaming, every criminal who worked for the Don or could be proven as a mutant was taken here. Even those you thought were safe in the Lieutenant's care were reassigned, and she never knew. You were the trigger that unleashed the Rhino, that killed the Don, that left Oscorp without its CEO, and now hangs by a thread with a boy who knows nothing of the real world. And thanks to your actions, you make an excellent face for the mutant agenda. Hah, that's almost enough to let you go free, almost."

 _Every one we... I... we put them in here?!_

"If all of this is true..." Gwen held her head down, but her fists clenched. "Then half of those people have powers. What stops them from just escaping and killing your sorry *&^ right now?!"

He laughed again, even louder than before.

"You want them to escape?" Carter pressed a button. All at once, every cell door on every floor had opened.

"Go ahead," Carter spread his arms. "They're yours."

Gwen spun in place, seeing every opened cell with her own eyes. She expected a stampede of prisoners, a crowd that would almost go over the rails, all screaming in freedom, And yet...

The cell doors were open, but the victims remained cowering in their cells, whimpering as their minds were clouded with Rapture.

"No one is getting out," Gwen whispered. "W-why?"

"This is why," Carter pressed another button. Every cell door suddenly slammed shut. Then where there had been silence, a cacophony of screams rose above the hum of electronics, prisoners crying, shouting, pounding their fists on the walls, bashing their heads against the floor, lying defeated in their ragged sheets, or looked through the bars with vacant eyes.

"How many of these people are here because of me..."

Gwen fell on her knees, unable to shut out the sound of suffering from her ears.

The Shocker raised their hands. Instead of subjecting her to further pain as she'd expected, Allison instead projected a field of static around her. There was a tingle on her skin that itched at her nerves, but the thrum of white noise blanketed her from the sound.

She looked at the cyborg with some surprise, but he said nothing.

She took the moment she had to collect her thoughts, a chance to breathe.

 _Carter did this, he put these people in hear without their consent, not you. Just because you unknowingly played a part in their capture does not mean it's your fault. Don't forget, the city would be worse if you had not acted._

"Naturally, it takes a while to condition them," Carter pressed a button once more. "But it's nothing a few days in solitary with good old Rapture can't fix. But they've grown used to their treatment, without the fear in their minds, they don't know what to do with themselves, given the chance."

The screaming faded into silence as abruptly as it began. The Shocker, seeing Gwen recover, lowered his arms.

"You..." Gwen turned to face the monitor. "You run a *&^%ing concentration camp in the middle of New York?! What makes you think you can keep this up?!"

Carter laughed yet again, a smug, self-satisfied sound.

"You think I was the first?"

"You will be the last," Shocker knocked his fists together. "That is why I am here. To put an end to your scheme and liberate your victims."

 _To liberate? He's here to free them?_

 _Isn't that... a good thing?_

 _Is that why Superior Force are here?_

"You and what army?" Carter gave a sign to the guards, and they readied their aim.

"Let's end..." a door opened from behind Carter. "What?"

Carter was grabbed by a black hand from off screen, dragged out of view. Curses and shouts could be heard as he struggled with whoever had reached him.

There was the sound of a gun firing, and Carter shortly returned to the monitor's camera.

"Attention all..." he pressed a few buttons on his console. "Outer Defense personnel. I order an immediate shutdown of all of the Raft's radar systems."

"What, why?" another voice spoke from the terminal.

"Reroute power to inner defenses," Carter said. "We have three superpowered intruders and who knows how many else. Alert the ground floor guards, and be a good radar technician and obey your boss."

"Yes, sir... all radar systems are shut down."

"And so stage two is complete," Carter kicked back. "Let's face the music."

"What are you..." the radar technician's voice turned into static. "H-help! W-we are under attack! We're..."

"That's what being bombarded with rockets would do to you, yes," Carter shrugged, unconcerned.

A bullet struck the screen above his head. He kicked the chair. Following a grunt of surprise, Carter left the screen's view once more, again accompanied by gunfire.

"Die, you goddamn imposter!" another Carter showed up on the monitor with his gun readied. In a flash of light, the first "Carter" became Chameleon.

"Sayonara!" they threw a smoke bomb at Carter's face.

"D-damn!" he fired wildly until the smoke cleared and Chameleon was gone. "Radar systems! Turn them back on, right now!"

"I can't!" the technician screamed. "Our defenses are down one by one! All of them! We're trying to fight back, but..."

His voice was cut off by a blast of static.

"Come in! Come in, goddamn it!" Carter slammed his fist against his desk, the old fury suffusing his features.

From above, a horrific crack echoed throughout the facility.

The impact immediately drowned any attempts to speak.

A second, louder strike boomed throughout, dust and chunks of concrete and metal showering from the ceiling above.

Gwen's Spider-Sense all but shrieked in her mind, urging her to run as a third, even stronger collision struck from above.

The prisoners, already consumed with nightmares of their own, were silent.

"Oh God, don't tell me that's..."

Before she had time to finish the thought, a fourth, final impact crushed the ceiling above, sending streams of debris flowing as screeching steel and smoke poured from the hole.

Stunned by the enormous weight that must have caused it, Spider-Woman was too petrified to move as the Rhino's pod landed through the crater, striking the prison floor with a metallic clash of reinforced armor.

* * *

Away from the immediate chaos, a line of cells were stirring to life as prisoners slowly awoke from their lethargy.

Their Rapture had not been refilled for a time, giving some of its occupants a glimmer of awareness as the sounds of gunfire and destruction began to leak through their senses.

A woman knelt on the floor, the pain of her knees sore against the stone floor kept her thoughts clear. She continued to tinker with an object in her fingers, the skin blistered and rough with her efforts.

"I will not forget the Master's gift. I am chosen by the Ancient One," she chanted under her breath.

The crude construction she held in her hands was the size of a pocket watch, yet only resembled one in theory: a metal ring torn from a rack of sheets, numbers carved from a paperclip she'd snatched from a guard as he attended a prisoner, a broken piece of glass glued around the ring with bits of food she'd kept with her unwashed hands, now dangling from her thumb and middle finger by a rusty chain she'd pulled from the sink.

"I will never forget," Mysterio smiled. "The gift bestowed upon me."

She swung her creation between her fingers as a guard approached her cell.

"Hey, what the hell are you doing?!" he screamed. "Don't even think of anything, we got this place on lockdown!"

"Please," Mysterio hid her trinket and walked to the cell bars. "You're being invaded and you're scared. I can feel it in your voice."

"N-no!" he shook his head. "It's all under control. Go back and face the wall, b-before..."

"Before you do what?" she smiled. "Die? Because that's what you're going to do. You will die out there and no one will remember you," she breathed, looking at the guard with dilated green eyes.

"Shut up!"

She smiled.

"Shut up and face the goddamn wall!" he barked, pointing his gun at her.

"But I can help you," she whispered.

"What?"

"We're all mutants here," she murmured, letting her watch swing just a bit faster through her fingers.

"You never wanted to be here, you're scared of Carter, as you should be," she suggested," gradually widening her pendulum's arc.

"I can protect you from them, keep you safe. With your training and gun, and my abilities, we could escape together. Grab a boat and leave for the city, and neither Carter, nor the intruders will ever know," she continued, looking into the guard's wide eyes.

"Why would you..." he held his head in his hands.

"Why would you help me?"

"I just want to be free. Like you," she grinned as her watch danced in his eyes.

"With me on your side, you won't be stopped."

"I... I guess... what is it that you can do?"

"I have magical power," she spoke, her voice triumphant. "But I need help in unlocking it. Just look into my watch..."

"But that's not a... not a... yes, I see your watch."

Her eyes shone with excitement.

" _Respice in ugilia..._ "

A crash came from the far end of the corridor. She looked up to see the entrance door had been flung open, the guard was no longer looking at her. Instead, he clutched at his skull, moaning on the floor.

"Stars and stones!" she growled. "I almost had him! Who in the seven hells disturbed my work!"

Metallic footsteps soon followed. She darted a glare in its direction, her creation clutched possessively in her fist.

"Mysterio, there can be no doubt," he unlocked the door with the key he'd snatched from the fallen guard. "Follow me if you value your freedom."

He pulled on the door, wrenching it open with a loud clang as it struck the wall.

Miranda Wilson stood blinking in surprise as the cell opened before her.

"Freedom..." she spoke the word hesitantly, as though fearing it would abandon her at a moment's notice.

"You are freeing me?

"Yes," he grabbed her by the hand.

"Why?" she took his hand, surprised at the cold metal grip.

"We have need of your unique abilities. Come and join Lady Octavia. In exchange for your services, she would like to offer you a deal."

* * *

"Fire! Fire! Fire!" drawn by the sound of the impacts, several dozen guards rushed into the room, spraying bullets from their guns at the pod to no avail.

As the pod dilated and the Rhino stepped out, one of the guards threw a grenade at the massive cyborg.

Slowly, the Rhino lifted one of its massive feet to kick the projectile back, forcing the combatant to run for his safety as the small explosion added more cacophony to a room that had seen more than its fair share.

"Inner defenses, respond! Anyone, respond! The Rhino has infiltrated the mutant wing!" Carter stabbed at his terminal with the look of a man who'd become desperate.

The Rhino?!

"We're holding, sir..." a static-filled voice came out. "There's too many of them..."

"Retreat into the mutant wing!" Carter screamed before shutting down the monitors. "Prepare my Apache!"

"Alex, you're helping them!" Spider-Woman shouted at the massive cyborg.

The Rhino stepped forward, ignoring the bullets that showered him as the guards emptied their guns. He swatted them away like flies, sending them across the room and hitting the floor; injured, but not killed.

"Why would I not be?" the Rhino's voice roared over the storm of gunfire. "These people have been tortured."

With one swing of his massive arm, he crushed for of the guards against the cell bars. Before he could finish them off with his other arm, Spider-Woman leapt in his way. The other guards took that as their cue to run. Rhino let them.

"You can't just kill them!" Gwen stood between the guards and Rhino.

"Why not?" he looked down on her. "We are at war, and they are the enemy soldiers."

"I won't let Octavia turn this into a bloodbath," Gwen assumed a fighting stance.

"Octavia is not the enemy. She helped me, now she wishes to help them in return."

For a moment, she considered his words. But she remembered the warning in Daredevil's letter and the fear in Hellen's eyes.

"But what she's planning... it will only make things worse," she had said.

Even if they believe what they're doing is right, we cannot trust them until we hear it from Octavia herself, no matter how well their intentions.

Gwen shook her head. "I'm sorry, but I can't trust that, not without knowing what Octavia's planning."

"What are you going to do then?" the Rhino's voice echoed. "Leave them to suffer?"

"No, I..."

"I..."

 _I don't know..._

"Enough," the Rhino stepped forward. "You helped me before as well. I do not wish to fight you. Step aside, Spider-Woman."

She frantically searched for anything to say. An image of the last time she'd seen the Rhino flashed before her eyes, and with it came an idea.

The Rhino stared at her with unblinking mechanical eyes.

Gwen held her ground.

"Do you remember how you met Octavia? You were under control, and isn't it convenient how it somehow stopped the moment you attacked her..."

He paused. "That is... strange," the Rhino tilted his head. "I seem to remember something..."

The Rhino grabbed his head. He whispered something to himself, and his pose changed from a bold and upright stance to that of a hunchback.

 _Is it working?_

"She... she repro-" At once, the Rhino's eyes glowed neon blue. He resumed an upright stance, voice shifting from the loud, if audibly human to a synthetic, roaring pulse.

"Battle Suit Version Three, Codename Rhino..."

The neon glow suffused his plating, creating a bright glow that made his armor stand out starkly in the dim light.

"Activation complete."

 _Again! Just as I was going to..._

"Scanning..." the Rhino looked at Spider-Woman. "Scanning complete. One target spotted."

 _Run!_

Spider-Woman fired a web above her and climbed it as high as she could. When she reached its end, she fired another, halfway to the hole he'd created. Nearly reaching the fourth floor, she felt a vise-like grip on her leg pulling her back.

"Aaaaargh!" a lance of pain shot through her body, the Rhino landing down in front of her in an aura of blue.

 _We have to..._

She rolled back, away from the Rhino, but her leg screamed its protest. She flinched, unable to move, gritting her teeth through the fire burning her muscles.

Recognizing it for a lost cause, she instead picked a grenade off a fallen guard. But just as her fingers wrapped around the projectile, the air was knocked from her lungs as she was sent smashing , seeing the bars before she felt them rake over her shoulders and back.

"How is it so fast?!" she desperately fired webs in all directions to break free of the Rhino's strength, but none held long enough to give her a chance to escape the Rhino's iron-clad grasp.

Even with every fiber of her being burning in pain, the confusion in her mind took precedence.

 _I don't understand! I could dodge it for hours before!_

 _Did it start a cardio routine or something?!_

"Not so quick now, are you?" a synthetic voice spoke from the Rhino's head. "Looks like the upgrades were indeed successful."

"Octavia..." Gwen growled. "I knew it."

"Naturally, who else could improve Emilia's shoddy work?" she asked with an edge of contempt.

Spider-Woman squirmed in Rhino's grip, but could not break free.

The hole was just above, she spun a web around his neck and pulled.

It was a hopeless attempt to drag him down, but the strain was enough to hinder his movement.

More annoyed than anything, he moved a hand to pull the tension from his neck.

While he pushed harder on his remaining hand, the slack in his grip gave her an edge.

"We will have to discuss why you just so happened to be here," Octavia said. "During the interrogation."

She wrapped a web around his middle finger, pushing as hard as she could. The finger flexed back.

She kicked at his hand until he attempted to adjust his position.

With just a bit of extra room, she leapt from his hand as she scrambled for purchase.

"I am truly sorry, Spider-Woman," Octavia said. "Had you joined me at the start, all of this could have been avoided. Finish her, Rhino."

The Rhino raised his fist. She moved frantically, trying to pull herself through the gap.

"Affirmative," the Rhino grabbed Gwen by the torso, yanking her from out of the wall.

"Damn it..." Gwen hit the Rhino's hand with all of her might. "Fight this, Alex! She's controlling you, just like the Don did! You're no one's puppet, and no one's slave!"

"Target in sight, eliminating."

He raised his hand one final time.

"Eliminate this," she tore the pin off the grenade with her line and flung it over her shoulder.

 _Spider-Sense!_

The small explosion shook Spider-Woman off her feet.

* * *

"...what's happening to me?!"

The Rhino stormed out of the Central Sub-Wing, unaware of Gwen's presence.

She looked up at the roof, considering the option of escape. She was battered, bruised and possibly had broken bones.

Before she could make up her mind, she heard people shouting, not with panic or fear, but with hope.

"Did you hear what he said?"

"He's gonna bust us out of here!"

"For... for real?"

"It's gonna be over!"

"Freedom!"

 _They're hopeful... can Octavia really get them out?_

Gwen sprung into the air. The voices became a chorus, its words blurring into an indistinguishable string of syllables.

 _And yet, something about it is wrong._

She swung from floor to floor, closer to the ceiling. The chorus turned into one uniform sound.

 _This isn't a debate! Freeing these people isn't wrong!_

She jumped through the hole into the roof. She saw the stars shining in the midnight sky, but the sight that greeted her was one of violence.

On the rooftops, Superior Force soldiers were climbing the walls, firing at guards defending their positions.

A man next to her staggered, a bullet in his thigh as he looked around in a haze. He glanced at the blood pouring from his leg curiously, before a bullet struck him between the shoulders, sending him over the edge.

A squad of guards desperately patted their clothes as flames licked their uniforms.

A black soldier vomited blood as a knife jutted from her chest. She grasped the handle, but couldn't free it from her body as her mouth filled with blood.

She saw Spider-Woman for a moment standing ten feet away. She fell on her stomach, the knife grinding into her breast as she died.

Bodies littered the roofs, quickly multiplying as the barrage of gunfire kept a steady rhythm, eager for more blood in a maelstrom of fighting and death.

 _It needs to stop..._

 _But I... I don't know how!_

 _I don't even know where to start!_

Gwen tried to run, but her legs refused to budge, no matter how hard she pushed.

There was nowhere to run, nowhere to hide.

Unable to move, all she could do was cover her ears.

"I'm so scared..."

 _You're scared?_

 _Have you forgotten? Great power should not..._

"Come with great cowardice," Spider-Woman clenched her fists. "That's right. I can't... I can't go back."

Her leg ached with pain as she took a forward step.

She wanted to lie down on the cool stone floor and sleep, but she would not be ruled by fear. Not again.

"I won't come back!"

The rotors of a helicopter buzzed above her. Looking up, she saw a blue Apache facing the black Superior Force choppers.

"If you think you got what it takes to crush me," Carter challenged from the Apache's cockpit. "Then be burned to dust and ashes!"

Before she had time to blink, Gwen saw a rocket crash into one of the black aircraft, a brilliant ball of fire ballooning on its back before it lost direction, falling to its demise.

In seconds, its twin suffered a similar fate, men on the ground screaming as an explosion momentarily flashed before the flame was extinguished.

 _I may not know how to stop this, but one thing is certain..._

"Carter!" Gwen shouted. "All of this... violence and death... their blood is on your hands!"

"On my hands?!" Carter reversed the Apache to face Gwen. "I did what Stacy could not! I'm bringing peace back to the city!"

 _Stacy?!_

"Jean trusted you!" Spider-Woman raised her head. "She believed you turned a new leaf, and you betrayed her!"

"And I have!" Carter shouted back. "I threw away Stacy's foolish methods and made the city my own!"

"The city burns because of you!"

"You're just like him, Spider-Woman! You put yourselves in the line of fire and forget the big picture, ignoring the consequences of your actions!"

 _Spider-Sense!_

"That's enough!" in a flash, a rocket sped toward her. She ran as fast as she could, but the shockwave still knocked her off the roof, saved by a last-second line of webbing.

She climbed back to her feet, fists raised in challenge to Carter's craft.

"Order, security, our ethical and moral beliefs, they're all encompassed by one thing and one thing only," Carter aimed the Apache machine guns at her. "Fear. We develop morals because we're afraid of our fellow men, we develop societies because we're afraid of nature, and we develop order because we're afraid of chaos!"

"That's a lie!" Spider-Woman swung down from the storm of bullets. "Fear is a shackle, nothing more! It's not a sign of power, it's a weakness!"

"I let my fear guide me for too long, and it brought me nothing but misery!"

"The Don was fearless too," Carter spun the helicopter, looking for Gwen. "And the Green Goblin killed him like a dog. That worthless laughing maniac..."

"But you know, I found something... liberating in his ways," Carter closed his eyes as he laughed. "One day he'll make a fine prisoner, and I'll find exactly what he's afraid of!"

"You honestly think you'll get that far?!" Gwen swung from building to building, evading rounds and rockets alike.

"You're nothing like da... Chief Stacy! He was a hero who protected people instead of this... this horror!"

"He was weak," Carter fired rocket after rocket. "He compromised, cooperated, always tried to find common ground even with the most wicked. Then he died on us! He died on me!"

 _Weak? Weak?!_

"You'll pay for saying that!" with a swift zip of her webbing, she latched onto the Apache's cockpit. "I'll tear you out of this junk myself!"

She punched the cockpit as hard as she could. The impact pulled the Apache backwards, but the cockpit remained without a scratch.

He jerked the controls, trying to shake Spider-Woman off. She held on as hard as she could, flinging punch after punch to the glass cockpit, with no avail.

 _This clearly isn't working. We need distance, and... superior firepower._

Spider-Woman jumped away to a nearby wall. Carter, upon seeing her do so, immediately fired two rockets in her direction.

 _Now!_

She jumped forward, twisting her body backwards to launch the largest net she'd ever attempted.

She trapped a stray rocket inside, tied it to her current line, and swung up as high as she could, ripping the line and sent it flying towards the Apache with every ounce of strength she had.

When she landed with shaking knees, all she saw over head was a scarlet flower blossoming into view as twisted heaps of metal fell from above.

 _Did we..._

Around her, the fighting continued, soldiers and guards dying as Carter's men slowly lost ground to the advancing troops.

Gwen tried to take another step, to run, to hide, to find any sign of Carter, but her legs gave out beneath her.

She looked up to see a field of stars, bright against a darkening sky as she fell into a dreamless sleep.

 **The End.**


	21. Liberation Day Part Two

**Disclaimer: No DC characters appear in this chapter.**

 **#21:Liberation Day Part Two**

Chief Carter opened his eye; the left one. His right was wrapped in bandages.

His head had been resting on a stiff pillow. Sheets enveloped his body, cold but soft against his skin.

He squinted through the light of the rising sun, feeling himself breathing calmly again.

He was alive.

Bit by bit, the soreness crept through his bruised form, as though the pain were a signal late to arrive. He was grateful, for it too meant he escaped his death.

"Did you hear?" he heard a voice outside. "We actually have the Chief of Police today."

He tried to speak, but the respiratory mask prevented it.

Strange, he hadn't noticed it before.

His last memory was of the hard snap of a descending parachute. The cold wind scoured his face as he was showered in burning shards of metal and smoke.

"Yeah, he took one hell of a beating," another voice spoke. "Supposedly found in a boat at the docks."

Carter gave up the attempt, content to relax against the thick sheets. He had beaten the odds, after all. He'd lived through the prison raid, neither Spider-Woman, nor that Superior Farce could finish him off. Carter and his prison took the challenge and survived. He was in control.

Spider-Woman wouldn't last long against his men. It would certainly be a mess cleaning up the Raft, but he'd return order to the prison as soon as he recovered.

Carter smiled. He gave a thought to George. If Stacy were alive, he could see how far he'd been surpassed. Perhaps he would have...

"Hey, no repor..."

There was a scream, then the sound of bullets penetrating flesh as the body crumpled to the floor.

Stan felt his pulse pounding through his throat.

Had that terrorist Octavia come to finish him off?

He gritted his teeth, pulling against the wired tubes that pinned him to the bed. A few managed to pop free, but wasn't helping.

He jerked and spasmed, growled and squirmed against his bed. Adrenalin sang through his aching body as he struggled to free himself from his restraints.

At last, he managed to free his right hand, just as the room's door smashed into the wall.

He had no trouble recognizing the owner of the silhouette that slowly approached. The trenchcoat and hat wouldn't mark her out in a crowd, though the shotgun was certainly unusual. No, it was the face that confirmed his fear.

He screamed. The air filled his lungs as the machine monitoring his pulse rang out in a warning signal that would never be answered.

He desperately thought of any number of words he could tell her; excuses, justifications, even a plea for help. For his subordinates, for Jean, for Stacy to save him.

Looking into the barrel of her gun, he wondered what he would have thought.

"The city... Norman, George, Allan, it's too much, too much for any of us..."

One shot was all it took.

* * *

Gwen slowly awoke.

She yawned, feeling a pillow cushion her sore neck. The blanket was warm and thick.

"When did MJ get such a nice bed?"

She opened her eyes to unfamiliar surroundings. The wooden floor was softened with a plush red carpet, decorated with abstract gold spirals that reminded her of flowers.

She looked around in confusion, unfamiliar with the clean walls and spacious interior, nor the large table sitting to one side.

Above her, lamps had been inserted into the walls, providing a dim light that illuminated her surroundings.

It was only when she rubbed at her eyes to clear her view that she remembered she was still in her costume.

She looked at her hand curiously, before the chain of memories linked to her capture clicked into place.

"Well, crap."

Under the circumstances, we can deduce this isn't, in fact, our house.

"The no-windows thing is a little obvious. Also, no gabber alarm clock either."

 _We had that?_

"We should have that," she found the room's only door, its metal surface clashed with the aesthetic, when Gwen punched its frame, she realized why.

"Ow... what the devil on a pogo stick..." she cradled her fist, waiting for the pain to recede. Meanwhile, the door hadn't a scratch to show for it.

"*&^%! Just my luck, a *&^% blast door."

 _At least we're not chained to a wall by an evil mother and a ninja._

"That doesn't matter when I don't know where the *&^% I am!" she quickly attached as many webs as she could to the door. She stood back, gritted her teeth, and pulled the lines for all she was worth.

The effort left her frustrated and on edge when it would not budge.

"At this point, I'm all out of 'pissed off' from... uh, whatever day it is."

She searched her costume's pockets for her phone, but came away empty handed.

 _Don't say we lost it again._

"Appears so," Gwen sighed. "Appears so indeed. *&^%."

Her third attempt left her marked with bruises.

She rubbed at it gingerly before a thought occurred to her.

 _Shouldn't we be wounded now? Like, by a degree of broken bones and bachelor-degree burns?_

"That's right," she traced a hand along her arms and legs, flexed her muscles, and stretched every portion of her body that came to mind. Aside from her own self-inflicted aches, she showed no signs of injury or pain.

"I mean, I heal fast, but not that fast... and there aren't any bandages or wraps. How long was I out anyway?"

 _As weird as that is, we have more pressing matters. Like where we are._

"Yeah," Gwen crossed her arms. "Okay, this is definitely not the Raft. Looks too nice, and no Rapture. This also isn't anywhere in Oscorp, I don't think they have me-proof door bedrooms either..."

"Who else hates me?" she walked across the room. "Carter is...(I'll worry about that later), Silvermane and Osborn are out, Goblin is... yeah, no one besides..."

 _Superior Force._

"We're in Octavia's lair..." Gwen shuddered. "Well, uh... At least it's comfy, as far as villain lairs go."

She laughed at her own bad joke, attempting to quiet her anxiety.

She continued her pacing around the room which felt a little smaller with each pass. She never liked confined spaces.

Lacking both a phone and windows to see by, she lost count of how long she'd been pacing. She only knew that when she sat on the bed she was given, she felt a little less anxious.

Gwen tried to think of a solution to her problem, but her own sense of boredom eventually won out.

Thankfully, it wasn't long before she found a point of interest.

"Hey, a TV!" she couldn't help but shout in some excitement, wondering how she'd missed it.

 _Is that really a TV?_

At once, the HDTV monitor lit up as though in answer.

On the screen was an image of Octavia, standing in a dark room Gwen couldn't clearly see, looking back through her helmet.

 _Right on the money._

"I trust you had a good sleep, Spider-Woman?" Octavia said. "You certainly looked like you needed it."

"So..." Spider-Woman sat down in front of the TV. "Is it pre-recorded or did you actually set all of this up to taunt me personally?"

"Neither assumption is accurate, such a deception could not be any further from my thoughts," she replied dispassionately. "Please do make yourself comfortable, there is much to discuss."

* * *

Awakening in her second-floor apartment, Jean DeWolff was greeted to the sight of her ceiling fan spinning incessantly as her hangover raged on.

Ears ringing, she reached for her remote. The sounds of two nude men moaning with pleasure would have embarrassed her if she weren't so plastered.

"So loud..." she searched for the remote. "How did I fall asleep on this to begin with?"

When she finally found the volume control, the light from the screen brought her sleeve in stark relief, dried blood still crusting the fabric. She tore off her jacket and tossed them in the direction of the battered phonebook and newspaper articles, she wouldn't be needing it.

"Now I have to get up, don't I?" Jean sighed. It took immense willpower to finally stand and shut off the TV. The thought of sitting alone in silence soon changed her mind; she began sifting through channels.

One of the lesser quality Iron Man cartoons came on, she changed into fresh clothes rather than watch. Before she'd finish buttoning her shirt, the local news had begun.

"This is Ned Leeds of the Daily Bugle," the news went on. "Just yesterday, a major break-in was conducted at the Raft. The self-proclaimed "Superior Force" infiltrated the facility and broke out a number of dangerous criminals, whose whereabouts are currently unknown."

"What?" Jean stopped what she was doing.

"Superior Force has publicly released their statement on the matter. Warning - the following footage contains graphic imagery. Viewer discretion is advised."

The screen switched to the burning prison. To the bodies of guards and soldiers piled among the ashes, and to Octavia facing the wind below the clouds.

"New York City!" she waved her hand in a sweeping motion. "Hear my message!"

"What you are witnessing now is the aftermath of the atrocities committed by the Chief Stanley Carter! Time and time again, he allowed innocent people to be locked up under false pretenses for the rest of their lives!"

"What?!" Jean almost fell off her feet.

"We have heard their pleas of sorrow, and the course of our action was clear!" Octavia shouted. "Liberation! These people who were thrown on false charges, who have never faced a trial, now walk free from Carter's corruption, the first of many victories to come!"

"He's a chronic lying bastard," she remembered what Gwen had said. "What makes you think he's genuine this time?"

"All this time..."

Every detour, every suspicious "drug bust", what he had said to the Green Goblin, and Gwen's warning, it was true.

"Let this be a lesson to all of you corrupt, decadent monsters who still think you can escape justice - the chief of NYPD Police could not! Your time on this Earth is running out!"

"I'm gonna find out what all of this means," Jean grabbed her phone. "Right now."

She dialed up Carter's number. No one responded.

"The attack and the subsequent statement sparked a heated debate throughout the country," the camera returned to Ned. "It is uncertain whether or not the allegations against Chief Carter, who is currently at the H.E.A.R.T. Clinic... w-what?"

Ned adjusted his earpiece.

"We're getting reports that... the Chief of Police Stanley Carter has been found dead in the H.E.A.R.T. Clinic! Early reports say it was a homicide and the suspect... w-what?!"

"D-dead?" Jean dropped her phone through shaking fingers. "So that's how it is..."

She stared dumbfounded at the broadcast. It was all too fast to process.

She rushed to her cupboard, desperate to find her half-empty Jack Daniels. Without a second thought, she downed the bottle in three swallows.

The drink tasted like pissed honey, but it helped temper the chaos boiling in her head.

"This is all because of George," she cursed as she emptied what was left of her liquor cabinet. "Cooperating with the gangs, with Silvermane, even with Osborn, despite..."

She grabbed an unfinished bottle of bitter vodka.

"Then he dies," Jean downed what was left. "Just like that, dies. The hope of the city and the hero of the peace, dies."

"And where am I?!" she threw away the empty Jack Daniels, the sound of breaking glass blending with her scream. "On the sidelines, waiting without a choice! Again and again!"

"Now you joined him too, Stan," her voice lowered. "What irony, huh? You always wanted to be like him, and here you are. Just me and Matt now."

"I'm going to need more *&^%ing whiskey..."

* * *

"What is it that you want to 'discuss'?" Gwen asked Octavia. "Let me guess, it's going to involve gloating of some kind."

"Not at all," Octavia shook her head. "Why don't you open the drawer that should be next to you here? It contains something... suitable."

Gwen noticed that a drawer had indeed been next to her. She reached for it, expecting her spider-sense to flare at any moment.

 _Nothing. At least, this isn't a trap._

Gwen took something out of the drawer. When she brought it to light, she found a portable chessboard.

"A chessboard?" Gwen put it on the table.

"What better way to pass the time?" Octavia showed an identical chessboard in front of her. "If you win, I will let you go. No strings attached."

"Just like that?" Gwen opened the board. Inside she found a full set of monster animal themed pieces, from goat kings to frog pawns.

 _Interesting set... too bad you suck at chess._

"I find it hard to believe you'd just let me go," Gwen placed the pieces on the board. "There's gotta be a catch, it always *&^%ing is. For example, what happens if I lose?"

"I shall give you another try."

"And if I lose that?"

"By then any conditions will become unnecessary," Octavia also placed her pieces on the board. "For you will see things my way."

"Fat chance in hell that'll happen."

"I will let you go first," Octavia placed the black pieces closed to her.

"Fine," Gwen took over the white pieces. "But if this is some weird attempt at recruiting me, you might as well give up now."

"You know, I am puzzled at your low opinion of me," Octavia replied with unflinching calm. "I saved you from the prison. I gave you the services of our medic, without compromising your identity. I freed hundreds of innocent people from under Carter's heel. I gave the city hope against those who oppress it. I..."

"Cut the crap," Gwen moved her first pawn. "I know exactly what you are. The Rhino. You controlled him twice, took away his free will and blamed it on someone else. Whatever you were doing with those people wasn't saving them."

"Ah, Alexander," Octavia did the same. "You must be familiar with how his systems work. Yes, I shall have to admit I gave him a push. And with that push, he's now a part of something greater than Silvermane's lackey."

Gwen was going to object, but Octavia kept speaking. Instead, Gwen just moved a knight.

"Every lost soul I have taken, I molded into a soldier, brave and true. It took... less conventional methods, but at the end of the day, they have a purpose. Do you?"

"Of course I do!" Gwen shouted. "I'm a *&^%ing superhero! I save lives, I protect them from villains like you!"

"Who did you protect yesterday?" Octavia calmly put a pawn forward. "The people you've put in a hellish trap, without ever realizing it? The poor mutants, who never wanted anything to do with it all? Or was it the guards, who excused atrocity after atrocity with whispers of ideals under their breath?"

While trying to come up with a response, Gwen finished her turn with another knight.

"Tell me, Spider-Woman, who did you protect?"

Gwen tensed, searching for something to say as Octavia advanced with her second knight. Gwen immediately moved a pawn in reply.

"Think about it, what do you really do?" Octavia put her bishop close to Gwen's knight. "You put on that mask without a goal in mind, just to aimlessly swing around the city and search for crimes to prevent. Am I right?"

 _No, that's not it! It can't just be it!_

"Don't play psychoanalysis with me!" Gwen moved a pawn without looking at the board. "You're just some conceited robot... cyborg... thing with a bucket on her head! You can't possibly know anything about me!"

"Ha ha ha..." Octavia quietly laughed. "You are mistaken."

Octavia pressed her hand against her helmet. It popped open with a click, and she slowly removed it.

 _What the..._

Instead of a cybernetic monster or a mutated beast, what resided before Gwen was a woman in her forties, slender in build with Asian facial features, and short black hair streaked with purple.

"Well?" without the helmet, her voice lost the mechanical features it had. "Not what you were expecting, were you?"

"You would just..." Gwen was taken aback. "Unmask yourself like that? What about your secret identity?"

"What secret identity?" Octavia placed her knight forward. "Of Carolyn Trainer, once a scientist and engineer? As far as the world is concerned, she's dead. Even if you told someone, who would believe you?"

"You can keep your identity a secret too," Octavia kept speaking. "We never opened your mask, because it's the face we put in front of people that matters, not the one we have."

"You and Green Goblin should write memoirs on how to cheat death," Gwen growled.

"Which reminds me..." Octavia pointed at the board. "It's your turn."

"Right..." Gwen looked at the board.

 _That horse is awfully close to our king._

"Thanks for the obvious," Gwen threatened it with a pawn. Once she did so, her eyes met with Octavia's smirk.

 _We might have * &^%ed up._

The bishop threatening Gwen's king confirmed her suspicions. Unable to attack the bishop due to the knight's protection, she had to move her king.

"The king only moves when there is no one else to follow," Octavia had her bishop retreat, within the range of Gwen's knight.

"Oh yeah?" Gwen's knight took the bishop. "That piece seemed to disagree."

"An interesting fact," Octavia spoke unfazed. "In the original Indian, the 'bishop' piece is actually a war elephant. Several cultures used them in ancient times, for back then there was no way to truly kill it. Their opponents resorted to making the elephants panic instead, and let them destroy allied and enemy soldiers alike. It was considered...a necessary sacrifice."

Octavia took the knight with one of her own, placing Gwen's king in check.

Gwen clenched her fists, cursing herself on how easily she fell into the trap.

 _And that's why we could never beat Harry at chess._

"No panicking, there's still a spot," Gwen moved the king closer to the knight. It was only then she realized a pawn protected it. And Octavia's second knight placed her in check again.

"You are driven, I'll give you that," Octavia said as Gwen retreated, putting her king in between the two black knights.

"But you are unfocused," Octavia's second knight captured the queen and threatened the king again. Gwen had no choice but to move back.

"You lack a clear goal," Octavia moved her queen to the middle of the board diagonally.

 _Think fast, we're gonna lose!_

Gwen's hands started to tremble. For once, her king wasn't threatened anymore, yet she couldn't shake off a feeling of dread.

 _If we force one of her knights to leave, then maybe..._

"Got it," she threatened a knight with a bishop.

"In order to truly protect people, you have to lead them," Octavia ignored it, moving her queen forward instead.

Gwen's king was once again in danger.

 _You can move the bishop..._

"Right!" she placed the bishop in the black queen's way. From then on, once Octavia took the bishop, Gwen's king was on the run. Move after move it was threatened by Octavia's pieces, until finally only a pawn stood between the black queen and knight, and Gwen's king.

"If you don't know what your own goal is..." Octavia captured the pawn. "You can't lead anyone."

Gwen moved to capture the queen, yet noticed a knight protecting it. She had been checkmated.

 _Damn it!_

"Well, what does this prove?" Gwen asked. "You just beat someone who sucks at chess. So?"

"Have patience," Octavia reset her board. On the right of her, a white window appeared on the monitor. At the top of it, a line of black text read "Next move".

"What's this?"

"What you need is proper guidance," Octavia pointed at the box. "Someone to help you focus on a goal. Then your true potential can be realized."

"I am going to have this chess program give you suggestions. Myself, I will play without it. The conditions remain the same. If you win, I will grant you freedom."

"You're going to give yourself a handicap?" Gwen put the pieces back in place. "Or is it a trap and it's gonna give me all the wrong moves?"

"Why would I need a trap to beat you in chess?"

"You..." Gwen growled. "That's a good point..."

"Make your move."

The box popped up with a message: "Next move: E2-E4."

Gwen followed the instruction. When Octavia made her move, another instruction popped up automatically.

 _I guess we don't have anything to lose by playing along._

* * *

Gwen followed the suggestion box in every move. Her no longer having to think about the moves made the game quicker, and for every piece Octavia took, Gwen got to take an equivalent or advance in another way. Pieces flew off the board one by one, until the game came to a gridlock.

Gwen's king was trapped between Octavia's rooks and knights. Gwen's own placement of them made it difficult for Octavia to advance, the two of them going back and forth with similar moves for some time.

The suggestion box said "G3-G2". Gwen's king was on G3. She was about to move it when...

 _Wait a minute. Look at this._

She noticed the position of Octavia's knight. Moving the king to G3 would place him into check. The check that was one knight away from becoming a checkmate.

"Huh? Why would it do this?" Gwen whispered.

 _This thing had good suggestions thus far, and yet... hmm. A bug?_

"Either way I'm not going to *&^%ing lose like that," Gwen moved the king to G1 instead.

"Why would you..." Octavia raised her rook, then put it down without moving it. "You have just locked yourself into a stalemate."

Gwen was relieved to hear "stalemate" instead of "checkmate".

Wait, did she have a condition for a stalemate? I don't think she did.

"Now what?" Gwen asked. "It's a draw, isn't it?"

"Appears so," Octavia nodded. "You defied the program that helped you throughout the match. Why?"

"It was about to send me into a checkmate," Gwen crossed her arms. "And then you would say I needed more guidance than that and ask me to join you again? Is that how it was supposed to work?"

"Well, guess what!" Gwen slammed the board, sending every piece into the air. "I'm not some little girl you can nag into obedience! So you can give it up, let me go, or else I'm going to find my way out and personally shove every single one of your..."

"You will do no such thing," Octavia stood up from her chair. "More than once I have tried to reason with you. I have made sure your wounds were tended to, fixed broken bones, and provide you comfortable lodgings to rest. Within the limitations of your capture, I have done my best to treat you respectfully. But I see now, that is not an option. Nevertheless, you will remain here until S.H.I.E.L.D. agents arrive to apprehend you."

"S.H.I.E.L.D. agents?!" Gwen leapt back in surprise.

"Yes," Octavia put her helmet back on. "I am sure the last carrier of the Osborn Blood will prove to be quite the bargaining chip, as it were."

 _So she knows about the spiders? But then..._

"Aren't you gonna experiment on me to duplicate my powers or something?" Gwen asked.

"I do not need to," Octavia headed for the room door. "I have all the powers I need and more. Enjoy the fate you have chosen, Spider-Woman. It is over for you."

The connection was cut, leaving Gwen alone with her thoughts.

 _Now what?_

"Now I tear this *&^*ing monitor away and shove it up Octavia's..."

 _We have to get out, before we're "handed over"._

"How?! By punching the door again?!"

She punched the door again.

"Guess what, that didn't..."

"What's with the noise?" a female voice spoke on the monitor. "Keep it down or..."

 _The monitor's still on?_

"Whoa," a young woman's face appeared on the screen. "When I was asked to guard you, I thought it was a joke. But it really is you, Spider-Woman!"

The voluminous red hair, the red checkered suit over a white shirt, and the purple cape with a popped collar. There were some differences from the last time Gwen saw her: faint wrinkles now creased her face, the black rings around her green eyes, faded pupils... But even so, Gwen immediately recognized Mysterio.

"What the hell are you doing here?!" Gwen snapped. "Don't tell me you work for her too!"

The magician sat on a bench in the middle of a spacious auditorium. She smiled, leisurely stretching her legs out as she regarded Gwen.

"Work for her?" Mysterio scoffed. "That is hardly it. But you know how it happens. Someone goes through the trouble of breaking you out of prison, it would be rude of me not to help with her endeavors."

"Especially..." the smile faded from her expression. "After what you, yes, you put me through."

"You were in the Raft with them?"

"Yes!" Mysterio shouted. "I was there, in those cold walls, forced to live through the full horror of that demon's chemical! All of it happened because of you!"

Gwen shook her head. "So you just forgot the part where you brainwashed people with promises of a cure to their ills, then took their money?"

"When they were with me," Mysterio smiled. "They'd never been happier. But that is all in the past now. The future holds much greater things for me."

"But you," she continued. "You are going to rot somewhere in S.H.I.E.L.D. custody! I do hope they will have cable in there, because I would want you to see what happens next... ah ha ha ha ha ha!"

"Meanwhile," Mysterio held out a cellphone. "I'll have fun seeing your desperate attempt to escape. Over, and over, and over again. Good luck."

"That's my phone!" Gwen protested, but the monitor had gone blank.

 _I almost miss Octavia's company. At least she wasn't this... shouty._

She let out a breath. In the quietness of the room it was all too loud.

* * *

 _We really * &^%$ed-up, haven't we..._

"Yeah," Gwen sat down in a corner. "We really have."

"I thought it was going to be something small," she lowered her head. "Some stealth operation to bust and watch the guards do their job. I mean... come on, it was the Shocker. When was the last time he succeeded at anything?"

 _Right now, apparently. They never cared about the mutants. They wanted Mysterio and they got her. Now they have her powers on their side._

"And I couldn't do anything to stop it."

"How did you protect the city?" Gwen whispered. "How did it work so well for you?"

She thought of her father, tall, confident, a hard smile on his face as he'd leave for work. He was shrouded in a cool blue to match his uniform.

"Everybody loved you, even Carter and Silvermane. You kept the city safe, crime in check, then just like that you died. All because I wasn't there to protect you from whoever it was."

The image faded, replaced with the red of her foes: Green Goblin, Octavia, Silvermane, and Carter. They looked down on her, each sharing a wide arrogant smile.

"You died, they took your place, fighting over the city like *&^%ing ancient warlords. I caused this. I caused all of this."

The visions circled over her, towering above with mocking laughter.

"Why can't I stop it?" she whispered. "Every time I beat them, they just get up and become stronger! Every damn time!"

The specters howled their chorus of laughter. No matter how hard she covered her ears, the sound battered her mind as her father lay in the street, the red of his blood stark against his blue body.

"And the prisoners..."

Fainter visions appeared before her; their straightjackets limp against their sickly bodies as the Rapture took its tole.

"Please, someone... anyone..." they whispered in unison.

"Help us. Save us. End the pain."

"Stop it," Gwen whispered.

"You have the power. You've always had the power."

Gwen shut her eyes, not that it helped.

"But you have always had power, what happened?"

"Shut up!" Gwen screamed.

"Why couldn't you save anyone?"

Gwen opened her eyes. The clean walls of the room she was captive in were replaced with the dirty walls of a warehouse, illuminated only by the faint moonlight. Instead of her costume, she found herself in her ragged hoodie and torn jeans; an all too familiar sight.

The blood on her hands, and the man collapsed in front of her. The pale white of his skin and the crimson red of his blood intertwine with his trenchcoat as the hat covers his face. He was breathing, but could not move.

 _Now what?_

"I don't know..." Gwen fell on her knees.

 _It's all done now. They're all dead. Even if you returned the money, who would you return it to?_

"It's all my fault!" she sobbed.

"It's because you don't have enough power," she heard a voice behind her. Her own voice.

"What..." Gwen turned around. In front of her, Spider-Woman stood in the Venom black costume. The torn hood, the jagged spider, it was all there.

"One person needs more than a spider bite to change the world," Spider-Woman approached Gwen. "If you had more power, you could have ended the whole syndicate years ago. Every single one, wiped out like weeds in the snow. And the survivors would fear to oppose you."

In a flash, Gwen found herself standing beside Spider-Woman in front of Emilia's mansion. Beneath them, the corpses of Green Goblin, Emilia Osborn, and Allan Silvermane were laid out in front of her.

"You could have ended them all before they even laid a hand on Harry," Spider-Woman spread her arms to encompass the bodies.

In another flash, Gwen and Spider-Woman appeared in the flaming ruins of the Raft, among the dead and bloodied bodies of guards and Superior Force soldiers.

"You could have killed the entire Superior Force and freed the mutants yourself," Spider-Woman glared through her mask. "At your full potential, no one could've stopped you."

"Had you not spurned me," Spider-Woman appeared inches away from Gwen's face. "You would have been a demigod by now."

"I would have been nothing more, than a brute!" Gwen pushed her away. "A mindless beast killing over and over again, with no end to the slaughter! Power should be used without cowardice, but not like this! Never like this!"

"Then what will you do?!" Spider-Woman's body warped, its shape malformed, buried in a twisted array of tendrils. "You heard Octavia! You have no goal, no path, no hope, and no future!"

Gwen froze in place, unable to find an answer. The monster before her waited, growling in the wind, its blood-soaked hands reaching out to touch her.

"But I'm still here," the soft whispers implored. "You still have a part of me. We can become one again."

"Never!" Gwen jumped away. The tendrils grabbed her from behind, keeping her in place no matter how much she struggled. They formed into a festering pile of pulsating black, its pitiless white eyes freezing her resolve.

"I am you," it spoke in a chorus of screams. "I have always been you."

The parasite was splitting its flesh apart to form a mouth swollen with rotting teeth right below its eyes. The tendrils moved Gwen closer to it, despite her resistance.

"When you're at your lowest..." the blob pulled Gwen into itself. "You will come back to me."

"No! No! No! No!" Gwen screamed until her throat was raw.

* * *

Gwen opened her eyes.

"Wha..." she found herself lying on the bed of her prison, sweating and shivering, but otherwise unharmed.

"One hell of a dream," Gwen shook her head. "Jeez, now it's not the time."

 _That... dream had a good point. What will you do?_

Gwen shuddered.

"Either join Octavia and go mad with power..." Gwen jumped up. "Hmph, those can't be my only options. I don't have to follow her, and I don't have to be alone."

"I don't..." she remembered the times she'd cooperated with Jean. When Peter distracted Morbius. When Diego and her friends stopped the Rhino.

"That's right!" Gwen clenched her hands in excitement. "Allies! I need allies of my own! Like MJ, like Peter, like Jean, I just need more."

 _But first you need to get out of here._

"I'm thinking of that," Gwen searched the room until her eyes fell on the monitor. "Wait a second, Mysterio... has our phone."

 _Yes, she does._

"I can use it to relay my location and call Jean. Then a squad of cops surrounds this place, and in the ensuing gunfight, I'm gone."

 _There's only one small problem. A wall with an unpunchable door between us and the phone._

"Now if I make her open it," Gwen approached the door.

 _How are you going to do that?_

"Just watch," Gwen punched the door again. Much like before, it only produced a loud noise.

 _It's not going to work._

"I know I can't break the door," she kicked it. "This isn't about that."

She gave the door as much punishment as she could. Punches, kicks, shoulder bashes, even an occasional hip thrust. Over and over, ignoring all the pain from hitting a reinforced wall of alloyed steel.

"Would you stop that?!" Mysterio shouted through a reactivated monitor. "It's so annoying! Just like my former neighbors, no manners whatsoever!"

 _I see. You got her attention. What's your next move?_

"You had noisy neighbors?" Gwen mockingly said. "Is that why you turned evil? To get back at them?"

"Of course not, you idiot," Mysterio scowled. "You cannot possibly comprehend my reasons."

"That's what you all say," Gwen scoffed. "And then it always turns out to be something lame. Like someone stepping on your Easter basket. Or a waitress spits in your coffee. You villain types sure have a lot of repressed issues. Might I suggest therapy?"

"Are you so determined to mock me, despite your predicament?" Mysterio gritted her teeth.

"Hmph," Gwen audibly scoffed. "Yeah. So what? You can't do anything about it. Try to shut this monitor off, and I'll just bang on this thing again."

"When I agreed to this I thought it would be fun to watch you wallow in despair," Mysterio rolled her eyes. "But you make me want to come in there and personally make you bash your own head in."

 _You want to piss her off so she'd open the door herself? Interesting._

"Oh please, we both know your watch is a fake," Gwen let out a small laugh. "It couldn't brainwash a potato. People just followed you because you lied out of your *&^."

"How dare you!" Mysterio suddenly shouted through the monitor. "My gift was given to me by the Ancient One! Its vast powers are far beyond your puny comprehension! When I claim the Steel of Mordo, I'll have the wealth and power of a goddess!"

"I don't think Mordor steel is any good..." Gwen raised an eyebrow. "I mean, they lost, didn't they?"

"Not Mordor, you uncultured imbecile!" Mysterio screamed in indignation. "Mordo! The alloy of unimaginable arcane potential... argh, forget it. You're going to be a prisoner of S.H.I.E.L.D and I'll be rid of you soon enough."

 _It doesn't look like pissing her off is going to work._

"Prisoner?" Gwen shrugged in a display of arrogance. "Is that what you think this is about?"

"Of... course?" Mysterio responded, confused.

 _Wait, this could work. Let's play on her pride._

"I won't be their prisoner," Gwen confidently smiled. "That's not why they want me. Do you know I met with a S.H.I.E.L.D. agent a while back?"

"You... what?"

"Yup!" Gwen nodded. "And they were very much impressed. They were trying to contact me ever since, even through your new boss. And you know, I'm going to accept!"

"I, uh..." Mysterio was at a loss. "No, you'll be captured! They'll torture you for information until you break. Don't lie to me."

"I've got connections you know. I've saved a lot of important people who would be happy to work with me. You're just on babysitting duty while the adults are doing the real work. You've got sattled with the least responsible job Octavia could think of."

Gwen was now inches from the screen. "I'll be paid more than most CEOs, I'll live in New York's tallest tower, fangirls will line up to buy my merch!"

"I'll get to spend time with the Avengers themselves! I've always wanted to talk old war stories with Captain America, team up with Black Widow in a fun spy adventure, find out if all of Hulk's body parts are thicker than average, use Tony's *&^% as a crutch for %^&* so I could bend the %^&*% and do the ^& sideways... Oh yeah, and with Thor I'm gonna..."

"Enough!" Mysterio interrupted her with the loudest of yells.

"Just for this..." Mysterio's voice dropped several octaves. "I am going to fry that filthy brain of yours down to a crisp."

She gave a nod to something off-screen.

 _Come on, come on.._.

A small metallic click was heard as a panel lit up above the door.

Gwen's heart began to quicken.

Then, it happened. Through an unseen signal, the steel door slowly opened on soundless hinges.

 _Yes!_

Without a moment to waste, she ran through the door the moment there was space.

 _Spider-Sense!_

"Whe..." she saw Mysterio on the far side of the corridor, smiling coyly.

* * *

Spider-Woman ran forward to punch the magician, but someone grabbed her by the arm.

The grip was hard and tight, clinging to her like teeth in a trap.

As she turned to face her opponent, a strange, hot sensation traveled up her arm, making her skin prickle and the hair stand on end.

Then there was a scream. "It's all wrong! Wrong! Wrong!"

She recognized the voice of her attacker, if not by name.

 _That voice... it's one of the prisoners! That girl!_

The girl held Gwen's arm, slowly backing off and pulling away. Although she wore a green-and-yellow bodysuit, and a red visor concealed her face, the shock of red hair marred with a splash of white was unmistakable.

" _Nec regredi!_ " Mysterio shouted. " _Non dimittam!_ "

 _I feel... weak..._

Gwen tried to push the girl away, but her grip was firm. The strange sensation began creeping across her body, filling her with a sense of numbness and fatigue, as though she'd been given a sedative.

"It's... all... wrong..." the girl's hand shook, then it fell away as she dropped to her knees.

 _The phone... find the phone!_

Spider-Woman, still struggling to keep her own body upright, scanned the room.

And there it was.

Mysterio held it in her left hand, a watch clutched in her right.

"There!" Gwen let loose the longest, quickest line she could. It arced over her head and around Mysterio's hand. Before she could resist, she pulled the line taught, chaining the magician to her grip.

She shoved the weighted webbing to her right, unbalancing Mysterio who fell to the floor. More importantly, the phone skidded across the ground.

Before her guard could react, she managed to snag her cell back.

" _Pugna eius!_ " Mysterio waved her arm.

"Now, to send..." Gwen turned the phone on.

Hoping her speed in texting could finally be of use, Gwen picked Jean's contact and frantically began hammering out a rough explanation.

Suddenly, without warning, (not even from her Spider-Sense) she was struck from the back, losing her footing while her means of escape slipped through her fingers toward the exit door.

"Finally, Plan B is working," Mysterio laughed with relief.

"Plan... B?" She saw the girl standing above her, a fist clenched as she blocked her path.

"Plan A was to sell you to S.H.I.E.L.D.," Mysterio slowly spun her watch's chain through a finger. "This is Plan B. You see, Octavia left this... 'Weapon X', as she calls it, in my tender care."

"Weapon X" appeared in front of Gwen in an instant, her punch sent her flying off her feet and into the opposite door.

Light briefly flashed before her eyes as her skull rang from the impact.

 _Holy crap, she's strong!_

Taking the opportunity, she grabbed her phone, turned around, and opened the (thankfully unlocked) door. She ran down a flight of stairs overlooking a terrace.

Beneath her feet, red carpeting extended as far as she could see. On the walls hung paintings of a mister Roderick Kingsley and his wife. Above her, a large chandelier overlooked what Gwen now understood to be the floor of a mansion. Her opponent was soon to follow.

"I'm actually glad you chose this option," Mysterio spoke from above. "This way, I get to finish you off. With your own powers, no less! Just one touch..."

"My own powers? What is she talking about?"

Weapon X leapt from the top floor, over Gwen's head and down to the bottom of the stairs.

 _Crap. We have to try and swing over her._

Gwen prepared to cast a web.

Weapon X extended her right arm forward, curving her palm as she bent her fingers.

"Almost like she's..."

Impossibly, Gwen was struck with a shot of webbing.

"But... that's my power!" the shot wasn't enough to lose her balance, however.

"Like I said," Mysterio waved her watch around. "Just one touch, and all of your powers belong to Weapon X. Octavia has some plans with it, but that is none of my concern. I just want to see it beat you."

Weapon X fired another web shot at Gwen, with her right hand. Then with the left. Then right again, until it became a barrage of web shots.

 _She's learning fast!_

Gwen jumped from side to side, occasionally using her own counter lines to try and topple her. But she quickly adapted to her plan, cutting them before Gwen had a chance to form a proper web.

"Captured by Superior Force, Mysterio is here, bring a *&^%ton of police!" She managed to type the message, switching hands to hold the phone as she focused on keeping the strange girl from getting her. When she'd finished, she pounded the "send" button as hard as she could and activated the GPS feature.

"Done," Gwen put away the phone. "Now... the kid gloves are off!"

First, she fired a web shot into Weapon X's visor. Too busy herself keeping Gwen's counters from binding her, Weapon X didn't dodge it in time.

While the moment was her's, she charged down the stairs to deliver a punch to the mutant's stomach.

The attack staggered her back a step, allowing Gwen a sweeping kick that sent her tumbling down a lower flight of stairs.

"No!" Mysterio waved her watch. " _Pugna eius!_ "

"You're next!" Spider-Woman ran to Mysterio, but wouldn't make it far before she was abruptly shoved back; Weapon X, already recovered and holding her with a line.

 _So she's durable too. Crap, we need to wait this out until Jean gets here._

"Then in the ensuing chaos... maybe we can break her free from Mysterio's control, grab her and get the hell out of here."

 _Grab her and escape?_

"If we let the police have her, she'll just become the prisoner of the Raft again," Gwen leapt at Weapon X with a kick, which she blocked with her forearm.

 _Jean wouldn't like that._

"This goes beyond what Jean would and would not like," Gwen caught Weapon X trying to punch her with the other arm. "This is about lives."

"Listen to me!" Gwen spoke to the girl in as controlled of a tone as she could. "You aren't an 'it', you aren't some weapon to be used by deluded psychos! You're a person, and I'm going to help you, just like I promised!"

"Please..." the girl half cried, half screamed. "Let me go!" She charged ahead, resuming the fight.

Blows were exchanged, trips, kicks, punches, and lines, the two used every trick they could to gain an edge before the other would counter it.

In spite of her experience, it was Gwen who eventually began to slip. She grew sloppier, her attacks looser, her stance clumsier. Yet Weapon X fought without a sign of weariness.

 _This doesn't make sense! Even if she can copy my powers, it shouldn't be enough. Not unless she has the muscle memory to go with it..._

"She isn't even remotely tired..." Gwen jumped back to catch her breath. "How is that possible?"

"Right now in that head of her's, she's still fighting off her captors," Mysterio laughed. "It's amazing what a little desperation does to the mind."

"*&^%..." Gwen kept her distance from the slowly approaching Weapon X. "If this keeps up, I can't last much..."

A gunshot rang out, echoing through the residence as it struck just above Weapon X's head; a warning shot.

"Hands in the air, Miranda!" Jean DeWolff sprinted through the hall, gun in hand.

"You?!" Mysterio pointed at Jean. "How glorious, so many enemies in one room. _Pugna eius!_ "

Weapon X focused her attention on Jean.

"Not so fast!" Gwen intercepted Weapon X's fist with her hand.

"What the hell is that?" Jean switched her aim at Weapon X.

"Mysterio is controlling her!" Gwen did her best to hold Weapon X away from Jean, but it was a struggle to keep her hold. "Stop her now!"

"These slaves are never too reliable," Mysterio searched the pockets of her suit for the wand. "I've gotta... aaaargh!"

The second bullet was not a bluff. The round struck Mysterio's right shoulder, tearing through skin as it penetrated. "You... banal disgusting... how dare you... lay your wicked hand on me again! I'll kill you!"

Blood began soaking through her clothes, staining the purple violet. "Die, both of you, die!" Mysterio held out her wand. " _Fulgur!_ "

But Spider-Woman had been expecting it. She webbed the wand off Mysterio's hand before it fired.

The girl she'd called Weapon X had ceased her struggle. She looked on with a shocked expression, staring forward with blank, uncomprehending eyes.

Gwen gently touched her arm, but she did not react. Before she remembered her mistake, there had been no strange sensations either.

"Get away from me!" Mysterio tried to run, only to get webbed to the ground. Not out of pity did she use her web to keep Mysterio from bleeding out.

"Get... away...from..." Mysterio lost consciousness as she slumped to the floor.

 _She's not gonna die, that's certain. But now what? Sending her to jail simply returns the status quo; she was already in prison to begin with._

"However, if she's a new ally of Superior Force," Gwen stopped in thought. "She'll know the location of their hideout."

 _Exactly._

"What're you waiting for?!" Jean shouted from below. "Get her down there, we have to arrest her!"

 _We can't know if we'll have another chance like this again._

"It's true," Gwen took out her phone. "But if we just leave her be with a tracer... can't it backfire like Chameleon?"

 _With Chameleon we used Oscorp's own tracking device on them. But Octavia doesn't have the access to Emilia's network. And Emilia herself is in a coma._

"You're right," Gwen nodded. "And we have to think long-term. Not doing that landed us here. We can't repeat our mistakes."

"Hey!" Jean shouted. "Can you even hear me?!"

 _Convincing her will be hard._

"Leave it to me," Gwen pulled a chip out of her phone and put it on the inner side of Mysterio's pants, just above the ankle. Then she jumped back to Jean.

"What the hell?" Jean walked over to her. "You're supposed to bring her down for arrest!"

"Jean, we're..."

"Everybody stay where they are!" an amplified voice shouted.

 _Who the..._

Gwen and Jean found themselves surrounded by men and women in black leather catsuits, armed with automatic pistols, all aimed in their direction.

 _This isn't Superior Force! It's some kind of a fashion squad!_

"Please, no sudden movement, that door already costs a hundred thousand dollars" the same voice said from above. Gwen raised her head to see a man in a bright orange suit with a megaphone in his hands.

 _Roderick Kingsley! So it is a fashion squad..._

"First Mysterio suddenly works for Superior Force, now you!" Spider-Woman pointed at him. "She must be collecting peacocks."

"Tell your goons to stand down, Kingsley," Jean held her aim. "There's a SWAT team outside that's bigger than your band of Black Widow cosplayers."

"Heh heh heh..." Kingsley threw away the megaphone. "If I do, you will arrest me and take the girl. I can't let that happen. This is one alliance I would prefer not to break, just yet."

"And if you don't, I'll blow your head off!" Jean cocked the gun.

 _Whoa, Jean!_

"You know, I do wonder..." Kingsley smiled with confidence. "Why you came here without that SWAT team to begin with. Could it be..."

Kingsley gazed at Spider-Woman.

"Because of her? You don't want your fellow cops to know you're cooperating with a known supervillain."

"So what?" Jean kept a firm hold on her gun. "Even if that comes up, you'd still be in prison or dead by then!"

"I don't think so," Kingsley mockingly waved his finger. "I'd much rather you both leave. If you do, the camera footage that just documented your cooperation will be deleted."

"Are you serious?" Gwen stepped forward. "You're on Octavia's side, why the hell should we trust you?"

"You can't," he said simply. "It's just that as it happens, I'm not loyal to her cause. I merely find it fun to play many sides, and I do not want myself arrested. All I ask is for you to leave my house."

"Like hell I..." Jean was interrupted by Gwen grabbing her hand.

"Listen to me, Jean," Gwen whispered to her. "He's not worth this risk."

"He's criminal," Jean said firmly. "We don't let them go."

"And we won't, trust me," Gwen held her hand. "I've planted a tracker on Mysterio. We'll find their base and storm it together with every bit of available police force. Like this, we'll nail every single one of them."

Jean's hand twitched in hesitation. She bit her lip, forcing herself not to pull the trigger. Gwen tensed, almost wanting to knock the gun away herself.

"Fine," Jean holstered the gun. "We're leaving."

Gwen turned to see the girl remained standing, eyes still unfocused as Mysterio's hold seemed to have broken.

"Wait. Is she going to be okay?" Spider-Woman stared flatly at Kingsley.

"Her?" he seemed mildly surprised as though just noticing her. "She's one of Octavia's, I try not to pry too deeply in her work."

She gritted her teeth. "Is she going to be okay!?"

"Yes, I was informed that Miss Wilson's little parlor trick is temporary and shouldn't cause any harm to the brain. Why?"

 _I can't take her with me, Octavia's already using her for whatever she's planning. But I have to do something, I can't just leave her._

"As part of our agreement for Mysterio's return, I want you to take care of her. I don't know what Octavia wants with her exactly, but can you keep her cared for until she does?"

"Yes. As long as I am able, I will make sure this girl is in the best physical and mental condition my staff can accommodate. Is this to your liking, Spider-Woman?"

"If, and only if your assistant, one miss Mary Jane Watson can confirm the details of her condition. Believe me, I'll know if you're lying."

Kingsley paused for a moment, then nodded to himself as if confirming a suspicion. "But of course."

Gwen looked at the girl one last time. "Does she have a name?"

"Not that I know of. So we have a deal?"

"Yes, it's a deal."

Jean's scowl was dark as a storm cloud. "Now can we go?"

An hour after his guests had left, Miranda at last regained consciousness. "Am I... still here?" she said quietly.

"Right you are," Roderick's phone rang with a Guns 'n' Roses ringtone. "Excuse me."

"Oh, he did?" Kingsley talked on the phone. "Wait a bit, it's still kind of dangerous. I don't know, keep him in a box or something. Give him flies. What do you mean you don't have flies?"

Kingsley sighed. "Just make sure he's good to go for Mister Osborn's little charity."

* * *

A few moments later, Spider-Woman and Jean met in a nearby alley.

"I..." Jean crossed her arms. "I've got to apologize."

"For what?" Gwen sat on a wall next to her.

"For Carter," Jean lowered her head. "You were right about him. He was a monster all this time."

"Was?"

"You don't know? He's dead."

"Holy *&^%..." Gwen shut her mouth with a palm. "How?"

 _Could it be that missile..._

"Reports are he was shot while in a hospital," Jean said. "Witnesses say they saw trenchcoats heading to his room."

Trenchcoats? This "New Don" could be behind that... it's been a while since the Don's people made a move, and Carter was putting them in jail...

 _Of course, this means the missile you threw at Carter didn't kill him._

 _Are you glad... or not?_

"I don't know," Gwen whispered.

"What don't you know?" Jean raised an eyebrow.

"It's just... hard to process. Look, it's been a long day, I appreciate the help, but I need to get back. MJ's probably worried sick."

Jean nodded as she lit her cigar.

Mysterio had appeared on her radar without a problem. Still at Kingsley's.

Chameleon was near a graveyard.

Black Cat was at a manga shop.

It was only when she checked her tracking map that Gwen realized she'd forgotten to put a tap on the mutant girl.

"When did I start tracking anyone I felt like? I get why I did it for villains, but she doesn't seem to be evil, as far as I know. Isn't that an invasion of privacy?"

 _We have to be careful. We were lucky this time, but if S.H.I.E.l.D. had gotten us, there would have been no escape. Keep your guard up._

Gwen heard the ring of an incoming call. She checked.

It was MJ.

According to her history, she'd called 53 times in the last 37 hours. That sounded about right.

Gwen smiled. Maybe she'd fix up a meal when she got back. A meal, then a hot bath, she decided.

Gwen was content to leave the phone alone. She was almost home.

 **The End.**


	22. Looking for the Answer

**Disclaimer: Actually... * &^% the disclaimer.**

 **Author's Note: Much better. First of all, a sincere thank you to all of you reading this far into our story. We have a question for you wonderful people - what do you like the most about our story? What would you like to see more of? Any characters in particular that struck you? I guess that's three questions.**

 **Onto a less general question - what do you think of the relationship between Peter and Gwen? Would you like to see more of that? Peter Parker not being subjected to the whole Lizard business is probably one of the biggest changes we've made compared to the original Spider-Gwen, so we'd like to know how it works out for you.**

 **Speaking of, that's where this chapter headed. Less action and more relationship stuff, somewhat angst stuff, general people stuff. Would you like to see more of that as opposed to the action? Not just Peter and Gwen, but in the story in general.**

 **And of course, no story is complete without criticism. Anything you don't like about our story, please let us know.**

 **That's all so far. Take care, fellas and fellettes, and enjoy the chapter.**

 **#22:Looking for the Answer**

Hungry for sensationalism as they were, it came as no surprise to Peter that news of the Raft topped every headline and news break the following day..

Not even his brief time aboard the subway could escape the media's buzz.

"Thanks to the courageous efforts of Octavia and her Superior Force, the atrocities committed by Chief Stanley Carter are now coming to light!" A girl in a rich white dress and voluminous purple hair looked at the subway monitor with wide eyes.

"She's awesome, ain't she?" a burly ginger next to her clad in leather glanced at the screen. "Finally, a real hero."

"She is rather splendid," the girl nodded. "To think something this horrible was happening right under our noses..." she shook her head in disbelief. "And yet, she put a stop to it without fear. She really is the hero we need."

The idea that the city he'd called home could keep something so inhuman as a concentration camp secret for so long was still difficult to imagine. Rationally, it registered as a scarily plausible scenario, but when he tried to imagine people like Gwen and his Aunt May tortured behind bars, he couldn't accept that this was the world he truly lived in.

Determined to bury those thoughts, he pulled out his phone. He looked at his texts

 _GwenTheGwentastic: Hey, could you meet me at GreenLand in the morning? 11 am or so._

 _PBP: What for?_

 _GwenTheGwentastic: I'll explain when you're there. Think of it as a date._

The reporter looked around in confusion, reading the garish neon sign above the line of customers.

"Welcome to GreenLand? Why the hell did she come here?"

Gwen was nowhere to be found among the few dozen in line to the amusement park. Without a ticket, he'd be shown out the door without a second thought.

Never one to beat around the bush (Gwen's in particular), he took out his phone again.

 _PBP: I'm here. Where are you?_

 _GwenTheGwentastic: Alley behind you._

It took him longer than he'd like to admit recognizing her under a black hoody. As he waved to catch her attention, he wondered how she wasn't sweating under the summer heat. Perks of being a spider girl?

"Gwen, what's going on?" he asked after a moment's hesitation. "What's with all the secrecy?"

"We're going into that theme park," Gwen replied. "And we're going to stalk Mysterio."

The reporter was taken aback.

"We're going to... what? And stalk who? Wait a second... Mysterio?! Are we talking about the same Mysterio who..."

"Yes, we are," Gwen nodded. "The very same. She's with Superior Force and I have a tracker on her. So we're going to have her lead us to their base."

Peter searched Gwen's expression for any hint of a joke, but he knew her better.

"And you think she's... here?"

"Yup," Gwen pointed at the line. "She's right there, next to the circus couple."

Precisely where she'd indicated, Mysterio was right there, standing in line next to a harlequin and clown.

The magician wore a rudimentary disguise of a purple checkered suit, black sunglasses, and a purple hat, none of which stopped Peter from recognizing her.

He remembered what she had done to Jameson's son, what he'd done to his Aunt May.

His fists clenched at the thought of her standing so near.

"You don't suppose their base is in the park?" Peter laughed.

"As hilarious as that would be, I don't think so," Gwen shook her head. "She's probably trying to pull some funny business in there. So we're going to go there ourselves and see what she's up to."

"That... counts as a date?" it was hard not to keep a little disappointment from his tone.

"Yup, it sure does," Gwen took Peter's hand. "Let's go."

"I just gotta point out, you're the only girl I've heard of who asks her boyfriend to stalk another woman as a date," he said as she dragged him along. "Also, GreenLand is kind of... expensive. I don't think I have enough for a ticket."

"Don't worry, I've got a discount"

 _GwenTheGwentastic: Hey, could you give me a discount for your theme park?_

 _IronManRules: I own a theme park?_

"Nevermind," Gwen put the phone away. "I'll just pay for your ticket."

Gwen had wondered why the park had been given such an unspectacular name , but any sarcasm on her tongue vanished as they stepped into the amusement park proper.

* * *

The park was filled to the brim with verdant greenery, from thickly branched trees, freshly cut grass soft underfoot, and sweet-smelling flowers. The coasters and rails were decorated to appear as though they were built into the foundations of the environment. The synthetic wood and rock-shaped walls did their best to blend in with their surroundings; succeeding for the most part.

Wow, I had no idea a place like this was in New York.

"How do they do this?" Peter plucked a leaf from a passing tree.

"Do what?" Gwen asked.

"You know, keep the air clean. We're in a huge crowd, so I can bet 30% of people never heard of the word hygiene, and 45% had burgers for lunch, and yet... it's like we're in Lothlorien or something.

"I dunno, magic or something," Gwen gave a pause, then slapped herself on the forehead. "*&^%! Speaking of magic, we just lost Mysterio. She could be anywhere in this *&^%ing crowd."

 _Only we could lose a magician in the trees. Literally._

"Shut up."

"Excuse me?" Peter asked.

"Oh, not you!" Gwen waved her arms in a panic. "It's just I heard someone from way over there that they... umm... didn't like Saints Row?"

"Blasphemer," Peter scoffed. "Hey, I think I see her!"

He found Mysterio away from them next to a vendor stand, conversing with the person stationing it.

"Quick, we gotta find out what they're talking about!" she headed towards the stand, phone in hand.

 _GwenTheGwentastic: Text only from now on._

Gwen hid in a nearby tree, watching Mysterio closely. The rustling of the leaves attracted some attention, but the park's guests hardly seemed to have noticed.

Peter stayed behind, doing his best to appear interested in buying a drink from the appropriately titled Honest Vending Machine. The drinks included such names as "Sugarless Sugar Water", "Semi-Acceptable Bubbly Liquid", "Nothing to See Here Water", and "Caffeinated Purple Fizz". He settled on a can of "Choke Acola".

Keeping close behind, Gwen tracked Mysterio as she moved through the park. Her expression was calm and focused, clearly not attending for pleasure's sake.

"Have you seen a young man, looks kind of like me, and frequents here?" Mysterio asked the vendor. "His name is Rudolph."

"Lady, I get hundreds of customers every day," said the vender, stocking ice cream bars into a cooler. "How do you expect me to remember any of them, let alone without a picture?"

"I think I can help with that," she smiled and took out her watch.

 _She's gonna use it!_

Gwen moved on instinct, stealth be damned. She wasn't far in her sprint before a stray branch tripped her up however, sending her tumbling into the grass.

* * *

"That's one bountiful harvest..." the vendor whistled appreciatively.

Gwen felt cool air tickling her lower back.

"Need some help?" Gwen looked up to see a hand reaching out to help her up.

"Myste..." Gwen shut herself up before the word gave her away.

 _* &^%! She saw you!_

"No, I'm...fine," Gwen said, hastily removing her hand.

The magician quirked an eyebrow again, but said nothing.

"I'm, uh..." she scrambled to think of a name.

Peter stood not far away, soda in hand as he pretended to ignore the scene.

 _Well, stealth's out the window. Any ideas?_

"I'm... Jessie," she said after a moment's pause, doing her best to smile creeplessly. "Jessie Maye, Private Investigator."

"Private investigator?" mused Mysterio. "I assumed you were one of those kind of girls, who hide in trees to perform... inappropriate acts," Mysterio shook her head dismissively. "But now I see your stance was much too clumsy. Accidents happen, after all."

Gwen felt a rush of embarrassment in her stomach.

 _That was an insult, right?_

"No no," Gwen pushed back her shame. "I heard you were looking for someone? I've got a case I'm working on, but I have time."

"I was, yeah," Mysterio replied, her tone guarded as she took a step back.

"Rudolph, wasn't it?"

She nodded in ascent.

"Then you recognize the name?" The haughty edge to her voice was gone.

For someone who dealt in illusion, there seemed to be something genuine in her request.

 _Even villains have family, I suppose. That we know all too well._

"Like I said, I have time to help you. Of course, the standard admittance fee plus payment by the hour."

Mysterio sighed in annoyance. "Very well, I'll pay in advance."

She reached into one of several pockets before coming up with a fistful of dollars.

"Two... three... four... four thousand up front. Plus a bonus if we find him. Will this suffice?"

Gwen received the money with trembling fingers. She thumbed through a collection of hundred dollar bills.

"Holy..."

 _We could redecorate our place with this, get a microwave that doesn't get warmer than Siberia, and no more instant noodles for a few weeks!_

Gwen made an effort to speak calmly. "So, does this Rudolph of yours have a last name?"

Rudolph Wilson. He's my brother."

 _He's my...Mysterio has a brother? Is he a villain too?_

Gwen put a finger to her lip in thought.

 _Like, is he "Mystery Man" or "Mysteriboy"?_

She pictured Mysterio's outfit, now filled in by a form-fitting young man, muscular but flexible, costume thin as body paint, strategically-placed holes included.

 _Focus, Gwen. There'll be time to admire the masculine form later. That's what boyfriends are for._

Gwen shook her head, banishing the distracting thoughts.

 _If she's out here, she's not on the clock. I guess she won't go back to the base until she finds him._

 _Which means there's no way she'd expose herself in public._

She blushed again.

 _Of course, now we have to help her for realsies._

"My name is..." Mysterio offered a handshake. "At the moment, it's Miranda."

Gwen raised her hand in hesitation. To accept the hand of someone who toyed with people's minds...she would be aiding a villain.

She had twisted the free will of everyone who gazed at her watch. But if Gwen's speculation was correct, Miranda should be with Superior Force. She'd barely escaped from a nightmare prison, nobody would take that risk unless it was important.

Then there was Weapon X, a crime against free will she'd been a part of.

Without the spider costume, perhaps she could be reasoned with.

 _Maybe she just wants to find her brother._

Gwen stood in thought, slowly souring Mysterio's attempt to appear friendly.

When she eventually clasped hands, it was with her right palm atop Miranda's left.

"Nice to meet you," Gwen managed to say.

"So, did he come here often?" Gwen asked, texting Peter as she tried to get a grip on the situation.

 _GwenTheGwentastic: She's looking for her brother here._

"Yes, he does," Mysterio nodded. "Our parents lived in... one of those weird hippie towns. The atmosphere stuck with him ever since."

 _PBP: Are you actually going to help her?_

"And he isn't at his home?" Gwen asked.

 _GwenTheGwentastic: It's not like I have a choice._

"No, he's not," Mysterio headed away from the tree, with Gwen accompanying her. "I checked. Which means he is either here or something happened to him while I was gone."

She felt little sympathy for a sibling of Mysterio, but for the sake of her disguise (and admittedly a touch of genuine curiosity) compelled her to ask the obvious.

"What could have happened to him?"

"Many things..." Mysterio stopped. "I have a lot of enemies. And I was away for a really long time. Anyone could have gotten to him."

"Like whom?"

"Spider-Woman," Mysterio scowled. "That rotten, disgusting, filthy, ignorant, perverted..."

 _Perverted?!_

"Yes, I got that," Gwen tried not to growl. "No need to continue."

"So... what leads do we have? Does he have a favorite ride or something? He can't just spend all day looking at trees."

It was hard not to emphasize the last sentence, for an investigator, they'd done nothing but stroll through the park without a destination in mind.

"Yes he does," Mysterio nodded. "The ferris wheel."

"You mean that one?" Gwen pointed at the distant, vaguely phallic object ahead.

Mysterio merely nodded.

As difficult as it was to imagine at the start, the size of the park only seemed to stretch on as they walked. They'd traveled at least a mile and a half already, yet the grass was just as cleanly cut as ever. The trees were lush, coasters, food stands, water rides, slides, and any number of novelty toy challenges dotted the landscape without end.

"How the hell's it possible with all the years living here, that I've never heard of this place before now? It's huge. It must take millions to keep this overgrown tourist nest afloat."

Mysterio looked at her sharply. "You say something, miss Maye?"

"Oh, nothing, was just muttering to myself."

"Ah, you too hmm? That's only natural."

She stopped, scanning passers by with deliberate care.

"But you can never be too careful, she could be anywhere. You'd never know until it's too late, then she's already breathing down your neck." Behind her sunglasses, her eyes darted around her, as though expecting an ambush.

 _I know it's tempting. Do not. Say. "Boo"._

"But now," Mysterio's grin was a touch too wide. "Even that doesn't matter. I'm back with power, and if that sneak tries to best me again, I'll show her everything it can do."

She suddenly laughed, a booming, full-throated display of pleased contempt, inspiring bewilderment from the passing guests.

Gwen gritted her teeth in annoyance. "Why do you laugh like that?"

Mysterio shrugged. "It's cathartic. You should try it sometime."

"I think I'll pass," she said with as little sarcasm as she could.

When they at last reached the wheel, Gwen couldn't imagine it was very popular. For whatever reason, most people at amusement parks liked to be subjected to vertigo and psychological torture, this was refreshingly simple compared to those deathtraps people called coasters.

Not that it was poorly made, to the contrary, it was an incredible piece of work, at least to someone who admittedly knew precious little about park rides nor the particulars of ferris wheel architecture.

Resembling a forest tree around 120 feet in height, the base of the wheel had been chiseled until it had the look of rough bark. More than a dozen Branches extended outward to the tune of 30 feet she guessed, dangling from them were small basket-shaped seats with room for a handful of passengers. Vines, leaves, and moss covered the surface of the tree, sometimes twisting and turning until a basket would disappear into the faux forest foliage, only to reappear at a later point higher up along its journey.

 _Now that's a ride I could get behind, literally in this case, a ride where I can swing off any time._

She shuddered at the thought of being locked down in a car as she was sent through loops, dizzying heights, and angles that sent the fear of death into her brain.

 _This one's probably not going to kill me anytime soon, I might have to try this later._

"He isn't here," Mysterio said from behind Gwen.

"That probably means it's pointless to check all the rides. Not to mention time consuming." She scratched at her nose, the pollen here was starting to get to her.

"What if he's been here, but not anymore?"

"That could be true... how are we going to find him then?"

"My professional instincts tell me..." Gwen pointed toward a small outpost not far away.

* * *

It was a small building built like a wooden hut with a single door and window, through which she saw a worker half slumped on a computer desk wearing a ghillie suit.

"These guys keep the records and camera footage of every visitor," Gwen turned to Mysterio. "If our missing golden boy has been here today at all, they'll have evidence of it."

 _Small problem._

"Uh oh," Gwen whispered.

 _How are you going to get this data? You don't have clearance, and I don't think seducing the shrubbery will work._

"Now step aside," Mysterio loosened the chain from her watch. "I am going to open this door. My way."

Gwen made a show of being intimidated by the magician, shrinking back as she walked determined to the building.

She quickly texted Peter the okay to come on out.

The reporter stepped out from under a tree. He did not look pleased.

"She's going to brainwash that guard," he said. "Are you just going to let her?"

"I'm keeping an eye on her," Gwen calmly said. "I can hear her speak from here."

 _"Respice in uigilia..."_ Mysterio waved the watch in front of the ghillie-suited guard. _"Omnia secreta revelare!"_

"Where do I start?" the guard sighed. "Well, my father never really loved me as a child, so I took up knitting to..."

"Not those secrets!" Mysterio pointed at herself. _"Aperi mihi ianuam hanc!"_

"The door?" he slightly tilted his head. "You mean the door to my heart?"

"See?" Gwen giggled at Mysterio pulling her hair. "Everything is under control."

"That doesn't make it okay," Peter scowled.

"Patience, Peter. If we aren't patient, we're never going to win. I'm done rushing things, I'm done jumping straight into obvious traps."

"She hurt my aunt, why should we even consider helping her?" Peter clenched his fists. "If it were up to me, I'd sack her right now and let the authorities find her base."

"And that's precisely the problem," Gwen fixed her sunglasses. "The authorities."

"What? Why?"

"If they find her, if they find... 'Weapon X', she'll be subjected to the Raft again."

He was surprised to feel Gwen's arms around his chest in a tight hug.

"I've seen all those horrible things..." she whispered. "I can't, I can't let her be subjected to that again! We have to save her. I have to save her!"

"Responsibility, right?" Peter returned the embrace. "I understand, Gwen. It still doesn't feel right, but... I'll help you. If for nothing else, then for you."

"Thanks Pete. Don't worry, I'm keeping an eye on her." She relaxed in his arms, grateful for the support.

"After what happened with my escape, I can't imagine she's in the best position in Octavia's circle. So at least for now, she's gotta be a good girl and won't go too crazy with her watch. I think."

Gwen released the hug to check on Mysterio again.

"Just! Open! The bloody! Door!" Mysterio drew out each syllable with deliberate care.

"The door to my mind? Well, if you insist..." the guard smiled dumbly, twisting an index finger over his head as though it were a key.

"Well, I always wanted a pony as a child. But I never did get one at the orphanage, I guess that' why they're always in my dreams, prancing around and doing things like...

"No, no, no!" Mysterio almost threw away the watch. "Shut up this instant!"

"You know, you could just tell him to fall asleep," Gwen walked over to her.

"I could, could I?" Mysterio raised the watch. _"Somne!"_

The guard crashed on his desk in a deep sleep.

"Wait a second," Mysterio turned to Gwen. "Jessie, how do you know about this?"

 _This better be good, or else she'll figure out who you are._

"I know..." Gwen shifted her eyes. "I know because I've... seen that watch on TV. You're Mysterio after all."

Gwen's heartbeat tensed up, but her tone remained unchanged. No matter how much she wanted to punch Mysterio, she kept a coy smile.

"You're quite the detective, aren't you?" Mysterio's face twisted into a scowl. "And what if I am?"

"And I've figured that you must be using some sort of hypnotic therapy to make those people believe you've been healing them."

"Really now?" Mysterio slowly reached for her wand. "And should I worry about the police now?"

 _Make this count. Say the wrong thing and we lose her trust. But say the right thing and we don't have to pretend anymore._

"Please, I just want to get paid," Gwen shook her head. "Last thing I need is trouble with the already royally pissed cops. If anything, this will make our job a lot easier."

"If you say so," Mysterio kept the wand in her pocket. "Now that the guard is asleep, the door is still closed."

"That it is," Gwen bent over to check the lock.

 _We could wreck this weaksauce lock blindfolded when we were 16 years old._

A couple ticks with a lockpick, and the door submitted to Gwen. Inside, there were nothing but a desk, a chair with the unconscious bush of a guard, and a small terminal next to a TV old enough to have rabbit ears sticking out of the top.

"How wonderfully retro," Gwen booted up the terminal. "Nice to see Oscorp budgets where it counts..."

"Please enter a valid password," the terminal displayed.

 _Well, crap. How many times can we say "oops" in a single day?_

"There's no way a guard like that would remember the password," Gwen sat down by the terminal. "Does he have any notes on him?"

A quick search only gave them a picture of the guard at a high school prom, still in the ghillie suit.

"That's a negative," Gwen sighed. "Let's wake him up."

Yet no amount of shaking could break the guard's sleep. She resorted to the tried and true method of asking Peter for help.

 _GwenTheGwentastic: We've got a 80's-looking terminal with a password requirement. Can you hack it?_

 _PBP: I can't just hack anything... hacking doesn't work that way. Have you tried the obvious passwords yet? 12345? Qwerty? His mother's maiden name?_

 _GwenTheGwentastic: Nope, no good. At one point the thing asked if I had anything better to do. No, seriously._

 _PBP: Get Mysterio outta there. I'll come in and see what I can do._

"I've, uh, set an app that'll hack this thing soon," Gwen pretended to fiddle with the smartphone. "It'll take a while, so no point in staying here, right?"

"Right, we could take a walk," Mysterio left the shack, and Gwen soon followed. Peter slipped inside as they left.

"Do you like it here?" Gwen asked.

"Hmm?" Mysterio blinked.

"I said, do you like it here? I know your brother does, but what about you?"

"I suppose I... don't. All of this, it reeks of nostalgia. Of that obsession with the past through rose-tinted glasses and people trying to escape into that obsession, into a past that never was. I'd much rather be in the here and now."

 _Whoa, for a pompous nut, that's oddly poignant._

She swallowed nervously, looking away from her suddenly sharp gaze.

 _What's life without the ability to brainwash people, huh?_

"I'm the same," Gwen berried her face into her phone. "I don't care about the past either."

 _GwenTheGwentastic: How's it going?_

 _PBP: Working on it. This little terminal looks like it took a vacation to the 80s and never came back. How exactly Oscorp got their hands on something like this is beyond me._

 _GwenTheGwentastic: I still believe you can hack it._

 _PBP: If by "hack" you mean "disassemble it into pieces and try to extract the data from the memory bank", then yeah..._

"What?!" Gwen jumped at the text. "You're doing what?"

"Are you texting to someone?" Mysterio leaned in closer. "What happened?"

"Nothing!" Gwen tucked away her phone. "Um, I'm hungry, how about you? Funnel cakes on me, my treat!"

She sprinted away toward a group of food stands and vending machines.

"But I'm on a... diet," the magician sighed. "Why do I always get the weird ones? Ancient One have mercy."

* * *

It rained like hell that day, a torrential downpour that promised flooding.

Gwen's sneakers sloshed through the dirty water pooling through the gutters, her hood pulled down over her nose to keep her eyes dry.

Under her arm a newspaper was tucked in a roll, still tied together with a rubber band. Across the uneven surface, the headline "Spider-Woman: Menace on the Rise!" could just be made out.

Not that she cared all that much, free newspaper meant free coupons.

It wasn't until she felt her phone vibrate thrice in her pocket that she decided she'd had enough. Gwen ducked under the roof of a nearby buss stop, shivering through her hood.

"MJ, I'm sorry I'm late, but I don't think we can walk in the park with this kind of downpour..."

"It's fine," Mary Jane's reply came out somewhat muffled by the sound of the rain. "I'll be hiding from the rain too, in the nearby Burger King, at the corner table next to the mascot. Can you get there?"

Gwen grimaced. For a fashion designer, she really had terrible taste for the finer things in life.

"I'll try," Gwen hung up the phone. "It's how far..."

100 meters, according to her phone's GPS.

"Why the hell's this thing set to metric? The hell's a meter anyway?"

Arriving through the double doors, she shook the water from her hair, scanning for MJ. Her phone chose that moment to die on her.

 _Knew it. Argh. Whatever, MJ said she's at the corner table next to the mascot._

She found the titular king's goofy face almost immediately where she'd said. But the corner table was occupied instead by a young man with short brown hair, a clean red shirt and blue jeans, and almost comically oversized glasses.

 _Pretty sure that's not MJ._

"Um, excuse me?" Gwen waved at him. "Have you seen a redhead come by? About my age, prefers dresses, kinda hot."

"No, I haven't," the young man softly said. "Was she supposed to be here?"

"Yeah," Gwen nodded.

"She probably just hadn't made it yet," he smiled. "Why not sit down and wait?"

"I guess so," Gwen joined him at the table.

"By the way, my name is Peter. What's yours?"

"It's Gwen," she smiled back at him.

* * *

The sound of a text message snapped her out of her memories.

 _PBP: It's done._

The two seemed to have had very different definitions of "done". The guts of the terminal had been scattered about in heaps of wires and microchips. Peter sat in the middle of the mess, blowtorch in hand as he grinned in apparent satisfaction.

"How the...when I said "hack", I didn't think you'd take that literally!"

"My work here is done," he laughed, brushing bits of burnt plastic from his pants as he got to his feet. Before she could explain why he'd been stupid enough to leave a trail of broken pieces all but pointing to them, he handed her his phone.

* * *

 _Registered visitor list._

 _Afternoon section._

 _[DATA CORRUPTED]_

 _Elias Wirtham, 12:06 PM. Well-spoken and reserved, but still randomly lectured me on my hygiene. Recommended his clinic to any mutated scorpions I might know._

 _Felicia Hardy, 12:20 PM. Nice girl. Well versed in Japanese culture. Spent a good hour discussing the works of Hideaki Anno. Seems like an Asuka fan. Excellent choice._

 _Rudolph Wilson, 1:17 PM. Seemed concerned about something. Asked about his sister, then just left. Irrelevant to me, got paid anyway._

 _Johnny Blaze, 1:20 PM. Kept screaming about his lost car stereo and demanded I look into his eyes. When I did, he left, seemingly confused._

 _[DATA CORRUPTED]_

 _[DATA CORRUPTED]_

 _[DATA * &^%ING CORRUPTED]_

 _Thank you for using this visitor list. If you are not a certified GreenLand employee, then please report your gross violation of privacy to the nearest Oscorp representative or/and a police officer. Have a nice day!_

* * *

"He was there!" Gwen hugged Peter, wires and all. "Thank you so much! You're the best!"

She tackled him with arms outstretched, tightly embracing him as she kissed him tongue-deep.

Not one to look a gift spider in the mouth, he returned her affections with gusto, feeling her firm breasts under his fingers.

She moaned quietly, knocking him to the floor and deepening the kiss as she reached for...

"Ahem," Mysterio's loud cough interrupted them. "Jessie, precisely what are you doing with that man?"

"Ah!" Gwen jumped away. "This is, uh, I mean... this is my partner, and his name is..."

"Ben," Peter said. "Call me Ben."

"So he's the 'app' she talked about," Mysterio scratched her head. "Why didn't you just say you had a partner?"

"Because..." Gwen stuttered. "Because..."

He met her gaze with his own, unblinking as she searched his expression for any hint of hesitation. He remained calm, though he was almost assuredly struggling in front of the woman who'd endangered the only family he had.

"Because..." , Peter winked. "I'm a mutant who can last in bed for over eight hours. I discovered I had this power during a lengthy session on an Italian boat with..."

"What?!" she shouted, covering her ears as her cheeks turned scarlet. "Ancient One preserve me, this city is full of freaks."

Gwen snickered, unable to resist a giggle at how mortified the magician looked.

"I knew I should have moved to Miami when I had the chance..."

"So..." Gwen awkwardly helped Peter get up. "Your brother, he was here around 1 PM."

"He was?" Mysterio's eyes sparkled. "Thank Ancient One, that means he's safe."

"Probably worried sick about you," Peter untangled the wires from himself. "Doesn't he have a phone? Have you tried calling?"

"You take me for a fool?" Mysterio spat. "Of course I called numerous times and left a number of text messages using other people's semi-willingly borrowed phones, but he wasn't responding to any of them."

"I wouldn't respond to something like that either..." Peter mumbled.

"So, we confirmed he was here, but isn't," Gwen said. "What if he's at your place? Wherever that is."

"You mean at the Beck Theater?" Mysterio asked.

"You... live at that rundown *&^%hole?" Gwen's widened with surprise.

* * *

The "rundown *&^%hole" of Beck Theater certainly had not changed from when Gwen had first seen it: half the walls old, the other new, the torn seats, failing light bulbs, and cleanly swept floor was a contradiction of apathy and care. Pointing this out of course only lead to no end of scowls and low muttering from Mysterio, which suited Gwen just fine.

 _Better that than a friendly conversation, for Peter's sake more than anything._

"Here we are," Mysterio opened the backstage door. "Come in."

Through the back stage, an old couch had been pressed against a wall, on which hung several posters of bands Gwen swore had to have been made up based on their titles alone. She'd have to remember to ask Harry later about that.

A bed had been shoved against a corner, wrinkled unkempt sheets and overstuffed pillows supported a modern laptop with an HDMI output plugged into a projector across the right wall.

"I don't know about you," Mysterio crashed on the bed with a jaw-popping yawn. "But I'm tired of walking everywhere. Make yourselves at home, just... not too much, mind you," she added with a glance at Gwen.

"If you insist," Gwen turned on the TV, a decision she immediately regretted upon seeing the Bugle channel logo.

"Anyway, that concludes the S.H.I.E.L.D. statement on the matter," Ned Leeds spoke on TV. "And now, the word from our Editor in Chief, J Jonah Jameson himself."

"This is J Jonah Jameson speaking," his faded gray suit matched his distressed expression. "Call it an opinion piece, if you may, but it's something I have to get off my chest."

 _Oh joy, what's he going to pin on me this time?_

"What happened at the Raft was a shock to all of us," his voice lacked his normal bravado. "It's one thing to hear about Hydra's atrocities, which I'm sure seem ancient to many of you, and another to have them happen right beneath our doorstep."

 _This is... different._

"Words fail to describe the horrors we've all seen in the reports. We thought we were better than this, we thought these days passed us by, we thought of our future as bright... we were wrong."

"Countless innocent people suffered unjust, horrifying torture, under the Chief of Police himself. The people who we were supposed to trust turned on us, and it's the people we were supposed to hate who picked up the pace."

 _Could he be saying..._

"Why should we be forced to rely on masked opportunists?" his voice grew softer with each statement. "Why does it take people like Octavia to show us how the world really works? Why do they stand for us when the figures of real, genuine authority become our enemies?"

The spark of righteousness had left him. There was something altogether calmer in his eyes now.

"It all feels so backwards. And I'm sure it does for many of you too. That's why I wanted to reevaluate my certain, admittedly extremely accurate at the time, preconceptions, and..."

Jameson paused, as if having trouble finding the words he needed.

"I wanted to make sense of this. Spider-Woman, I know you were there, so if you can hear me, I want to hear your side of the story. Come here, in my office, anytime you want, and I promise to put... some of my bias aside."

"Oh shut up," Mysterio turned off the TV. "He calls himself a crusader, yet all he does is chase masks. If he wanted to stop Spider-Woman, he should have put up a fight or hire someone who can. The only reason he wants to change sides is to feel better about himself. That's why these 'good people' do what they do."

Gwen did not know how to react. Her first instinct was to denounce it as a hoax or a trap, yet something in his words felt genuine to her. She had a hard time comprehending what she'd seen. Had article upon article, accusation after accusation all been leading to this?

 _Peter works for the guy, I wonder what he'll make of it._

"Peter?" she looked around her. "Peter? Peter!"

A moment later he stepped out of a break room.

"Is this... seriously where you live?" Peter's eyes were filled with pity. "You're earning money, aren't you? And you have family. You could just move out of here."

"Why would you care?" she scoffed, not bothering to face him from the position on her bed.

Gwen stopped herself from asking the same question. She remembered May Parker's lifeless expression, Mysterio's gleeful smile, Peter, desperately calling out her name within those very walls.

Yet in spite of what she'd dreaded, there wasn't an ounce of hatred clouding his features.

"I've been thinking," Peter shook his head. "Why would you do what you do. Why would you take advantage of people like my aunt so callously. There has to be a reason, right? Even for someone like you?"

"Your aunt?" Mysterio asked, now looking at him. "Oh, of course, that one. So you're that nephew she went on about."

"I didn't have to raise a finger, you know. She was the one who came to me, begging for a cure for her frail body so she could take care of her nephew." She chuckled bemusedly. "The poor old woman looked so desperate, how could I refuse?"

"But you knew you could not cure her," Peter said flatly, now standing closer to the worn out bed.

Gwen did not try to stop him. "So why...why would you take advantage of people like her?"

"Pe... I mean, Ben, please..." Gwen talked through her teeth. "Don't provo-"

"Is this the part where you expect me to give a sobbing speech about how much the world misunderstands me?" Mysterio quietly laughed. "Please. It was never like that and never will be."

"You have power and it should be used responsibly," Peter said without hesitation.

"Spoken like someone who never had it," Mysterio leapt to her feet.

"Look. If you had what I had, you'd be tempted too. Living with it every day, always there in the back of your mind, had you only the chance." She smiled, spinning her watch through her fingers. "Always there, waiting to come out, regardless if you wanted it or not, blessed never to forget."

She laughed again, louder this time.

"So, sooner or later you'd start thinking 'Man, why won't that stuck up girl get beaten up, just this once?' 'What if that annoying customer could just shut up and go play in traffic?', something like that. Except, you can do it, easy as you please. Then you start liking the idea of getting things your way for a change. Gets a little easier, and easier and easier, until..." she gestured with her free hand to the decrepit theater around her. "Well, Here we are."

"That kind of thing would happen to anyone, really. From me and you, to the neighbor down the street, politicians, Even to Spider-Woman, had they only the chance."

"That isn't true!" Peter shouted. "Don't you dare lump everybody in your pathetic little world view! While you sit on that bed of yours, wallowing in pity, she's out there somewhere, trying to fix what people like you break! You said you weren't gonna give a sobbing speech, right? Well, that's exactly what you did here and now!"

"Stop it!" Gwen grabbed Peter by the shoulders. "We're not here for arguments!"

"No, I've had it!" Peter screamed. "I've had it with this conceited, irresponsible, pathetic, self-pitying..."

"So you're a brave little boy, huh?" Mysterio spat, grabbing his arm in one hand, dangling her watch in the other. "What are you gonna do about it?"

"Both of you *&^%ing stop it!" Gwen shoved both of them back, firmly standing between them.

"Stay out of this, Jessie!" Mysterio pulled her wand. "I shall not tolerate some pompous manchild insulting me in my own..."

* * *

Suddenly, the sound of someone knocking rang out through the empty theater.

The three paused for a moment before hearing it once more.

"Who could that be?" Gwen raised an eyebrow.

"I'm opening the door, okay?" a male voice was heard from the other side. Then the door opened.

A young man no older than his late twenties entered from backstage. Dressed in a simple gray shirt and blue jeans and matching sneakers, he was thin but tall, with a thick head of curly red hair. He quickly crossed the distance between them with small strides.

He looked at the three in surprise, staring with particular attention at Mysterio.

"What kind of a weird scene is going on here?" he asked, adjusting his glasses as he spoke. "Who are these people?"

"Rudolph?" Mysterio spoke hesitantly. "Is...that really you?"

"well, of course it..." his words were muffled as the magician suddenly ran forward, clutching him tightly.

"I thought for sure you were in danger," Mysterio spoke erratically. "That someone would get to you while I was away."

"I thought the same of you," Rudolph returned the hug. "You were stuck in that horrible prison. And, uh... who are these two?"

"It's ok, you do... whatever," Gwen grabbed Peter by the hand. "We'll leave you alone then. I'll... um, be back for that payment later!"

Before he could protest, Gwen grabbed him by the arm and pulled him toward the isles.

"Look, Peter, I like you and all..." she began calmly. "But what the *&^% was that?! You almost blew my cover completely, and we still don't have the location of their base!"

"I'm..." Peter lowered his head. "I'm sorry. I tried to put my feelings aside, but I just can't. She hurt my only family, for such... for such petty reasons. How could I just let that slide?"

Gwen took a deep breath, surprised that she found herself upset more with Peter.

"Innocent lives are at stake, damn it!" Gwen growled. "I've got a mission to accomplish, and just one mistake will turn it all do *&^%ing dust. Then I'll never be able to help her, to beat Octavia, to..."

"Whoa, Gwen," Peter's voice was immediately edged with of concern.

"Was that what this was all about?" he looked at her in surprise. "Listen to yourself. You sound... obsessive. You've been doing this for so long and all alone. Sometimes I really worry about you."

"I'm fine," Gwen shook her head.

"Are you sure you're fine?"

 _You're not fine, you know._

"I said, I'm fine." she repeated. "Just because you've been on a trip with me once or twice doesn't mean you can start telling me how to do my job. Or that you know what it's like, or...that you know how I feel!" she shouted, uncaring if anyone heard.

He didn't yell. He wasn't angry, which only made his words hurt more. "But if I don't know you," Peter sighed. "What kind of a boyfriend am I?"

 _MJ would've kept face. She'd have yelled at me later, but she'd know how to handle things like this._

"I'm..." Gwen paused her thoughts. "I'm sorry. I shouldn't have dragged you into this, knowing what would happen."

Peter looked hurt, but gave her the hug she needed.

"No, I'm the one who nearly blew your cover. I'm sorry." he said, squeezing tighter.

"If I hadn't insisted on you coming along..." Gwen whispered.

"No, I agreed to..."

"Can I just shoulder the guilt, please?" Gwen's whispers turned into a laugh. "We can't both be at fault."

He laughed. A little too loudly, but he did.

"Fine, it's a deal," Peter ruffled her hair. "But next time it's my fault, deal?"

"Deal," Gwen smiled. "Now let's go back."

* * *

As it turned out, they had no need to worry. Rudolph and Miranda were too absorbed in their own worries to have heard Peter and Gwen.

"I tried to look for you at the park," Rudolph smiled. "After that weird security guard said he didn't know you, I figured you'd eventually show up here."

"Funny," Mysterio smiled back. "I was looking for you at the park too, with that couple of private detectives."

"Private detectives?" Rudolph whistled. "Wow. But Mira, you're a wanted woman now. Where will you go, you can't just go back to that old healing gig you had."

"Don't you worry about me little bro," she reached up to squeeze his shoulder. "I found a great job, they'll take care of everything I need. And besides, it's only temporary. I won't need it when I'll have the Steel of Mordo in my hands."

"You're still going on about that?" Rudolph said with concern. "Are you sure it's not just a myth?"

"Oh, it's real. I've seen it with my own eyes. And I'm going to have it," her eyes gleamed as though to emphasize her point.

"Just be careful, okay?" Rudolph placed a hand on her shoulder. "All we've got is each other now."

"I'll be fine," Mysterio left backstage just as Gwen and Peter left.

"You're already going?" Gwen asked. "But you were looking for your brother for so long..."

"Yeah," Mysterio sighed. "And now that I'm sure he's alive, I can go back to... to base."

 _Yes!_

"You won't even spend time with him?" Gwen still felt compelled to ask.

"I can't," Mysterio shook her head. "Remember what I said about powers? You can't really keep yourself away from using them, sometimes... even on family."

Gwen felt a chill run down her spine.

"Does he actually know?"

"Hello, I was on TV," Mysterio laughed. "Of course he knows. Well, not all the details anyway..."

"Okay.. So, what was about a base you mentioned?" Gwen feigned ignorance.

"Oh that? I'll go to work, essentially," Mysterio shrugged. "Hey, the Superior Force probably could use a detective like you. Figuring out Spider-Woman's identity or something like that. Come by this address."

Mysterio handed Gwen a piece of torn paper, it was a diagram marked with the location to a warehouse.

 _Yes, yes, finally!_

"Thanks," Gwen eagerly stuffed the scrap of paper in her pocket. "But getting paid wouldn't hurt."

 _It'd be weird if she paid us for real, but we do have to keep up appearances._

She was certainly not going to be the first to point out she'd simply followed her home without much effort on her part, not that Gwen complained.

"How about I pay you with a vision to the future?"

 _A vision to the what now?_

"What?"

"You heard me," Mysterio pulled out her watch. "This little thing can give someone a vision of their future. Or a possible future, or the future they wish to see... one of those, I've never tried it before, I wouldn't know."

 _This has gotta be total absolute nonsense._

"There's no way you can actually show me my future..." Gwen paused. "Is there?"

"What harm is there in trying?" Mysterio shrugged. "It doesn't work on me, but might work on someone else."

"The harm is that you could brainwash me and force me to dance naked for you."

Mysterio looked as if she'd gag. "What is wrong with your wild, nasty imagination?" she said with annoyance. "Look, do you want it or not?"

 _She has a point. It's a bit late in the party for a trap._

"How do you know this will work at all?"

"Look Miss Maye, I just do, alright? Comes with the not-forgetting clause in my contract."

"Is that figurative, or lit-"

"Forget it, I shouldn't have..."

"Okay, okay... I guess I can try."

Mysterio sighed. "Very well. Do not take your eyes from this watch."

Gwen nodded.

 _"Respice in ugillia..."_ Mysterio raised her watch, slowly twisting it through practiced fingers. _"Vide futurum!"_

The pendulum-like motion of the watch pulled her forward, following its trajectory with relentless strength.

* * *

Without warning, Gwen felt unsteady on her feet. The watch was spinning, faster and faster, yet she remained standing, motionless while the digits on the watch filled her vision. Her surroundings warped into a cacophony of colors, a rainbow of sound that washed over her conscious mind, her eyes wet with number-shaped tears.

When she tried to recall that moment in later years, she would imagine her mind as a droplet of water, sparkling in the sunlight as it rippled through unfamiliar waters. A river where she was never meant to journey far.

She was falling, or perhaps swimming, caught in a torrent of alien sensations that dragged her forward.

The numbers climbed, growing in their values, stretching across her line of sight and beyond, calculating her destination with doubtless precision.

Gwen tried to take a step, but the pull was too heavy. She reached out a hand to steady herself, but it only served to cast her forward, falling up through the stream of vision until she felt her fingers break the surface.

At once, she reached for it, pushing and pulling her body up to break the water.

Then, she was standing.

"Where in..." she managed before opening her eyes to reveal her surroundings.

Gwen found herself in a crowd. Men and women, dressed in expensive clothing, mingling and speaking through soundless lips.

She blinked, letting her ears pick up on the sounds of her environment.

Under a golden chandelier, men in suits chatted with women in fine dresses, sipping wine from their glasses as they spoke about unimportant things.

The ballroom was spacious, taken up by walls decorated with sculptures and gems. She recognized where she must be.

 _Oscorp? Why am I here of all places?_

She looked around curiously. The scene felt familiar enough for Gwen to wonder if her mother was there, but the people around her were unrecognizable.

She looked down, wondering what her own clothes were like, only to discover that they hadn't made the journey with her...

"*&^%!" she screamed in embarrassment. "The Terminator time travel rules, of *&^%ing course!"

In a fit of panic, she placed her hands strategically on her body to protect her most sensitive bits from prying eyes. Only then did she realize that not a soul had reacted to her, as if she wasn't even there.

She looked around, but nobody seemed to catch her eye. Gwen began to walk, bare feet cool against the marble floor.

She reached out to touch a man's arm to get his attention, only for her fingers to pass senseless through his shoulder.

"Am I... a ghost?" she whispered, on the off-chance she could still be heard. "This is all too weird."

 _Not to mention, how is this our future? Are we dead?_

"If that were the case, we'd probably be at a graveyard or something," Gwen approached a window, away from the crowd of people. Through the pane of glass, the familiar view of New York stretched out below her, albeit with neon replacing much of the city lights and a faint red haze in the evening sky.

"Hey, did you hear about the attacks yesterday?" Gwen caught a familiar voice in the crowd. Gwen followed the sound, remembering it belonging to Michael Morbius. And she indeed found him in a sharp black three-piece suit holding a wineglass. He seemed a few years older than when she'd last seen him, but otherwise in good health.

 _Why is he here?_

"Horrid business," a less familiar female voice responded. "Seemed just a few years ago the city was a lot safer."

Gwen could not see who the second voice belonged to, nor was she in the mood to ghost through the crowd again to find out.

"He's still out there," Morbius said. "Hopefully they'll take him out for good one day."

"It's going to be fine, you grumpy faces," a young woman with silver-gray hair approached them. "We've managed to protect everyone so far just fine, and we're going to keep it that way."

"I wish I could share your boundless optimism, my lady," Morbius smiled in her direction.

The gentle sound of silverware tapping glass rang out through the crowd, somehow loud enough to carry in spite of the guests' chattering in the dozens.

"Everyone, if I could please have your attention," a different voice echoed through the banquet. Another female, pleasant but confident.

At once as though a switch had been flipped, the crowd was silenced, their attention turning to a podium on the far end of the ballroom adorned with the emblem of a silver eye. Behind the podium, a woman in her thirties was busy adjusting the microphone. While the expensive black dress was strange to see, her blond hair and facial features left no doubt.

"That's me!" Gwen screamed. "That's me in there! Holy *&^%! What the *&^% in the name of *&^%?!"

"I heard all of your concerns," the other Gwen spoke. "The recent increase of the attacks make all of us feel on edge. But rest assured, the situation is under control."

"But Ms..."

"Please, Gwendolyn will do fine," the other Gwen waved her hand dismissively. "I'm a humble protector, nothing more."

 _I'm wearing a dress? I'm giving out a speech? What kind of messed-up future is this?_

The woman seemed almost unrecognizable as anyone Gwen could have become. Her manner of speech was confident, uncompromising, a voice that did not hesitate to answer when asked, yet she spoke calmly, unhurried and patient.

"As I was saying," Gwen continued. "Only a few checkpoints were breached, nothing more. We have successfully repelled the attackers. Believe me, I know what it is like to be afraid of the enemy, but I assure you - this will end very soon."

"I've known this city from the lowest gutter to its highest penthouse," Gwen's other self raised her arms. "I've fought for it time and time again, and always emerged victorious. With all of my power, I assure you all of this - I have wiped this city clean of dons and kings alike, neither will trouble this city again!"

The speech was short and to the point, but the audience applauded, satisfied with what Gwen had to say.

While she could not technically have been said to physically be present, the cheers and applause still grated on her ears.

She quickly scanned the room for herself.

 _We gotta follow her... me... us._

"Right," rather than looking through the crowd, she phased through the partygoers directly to the exit. Floating through the guests proved uncomfortable, but she quickly passed through the crowd, just managing to catch a glimpse of herself as the other Gwen closed the door behind her.

Thankfully, it was no trouble phasing through the door as well.

Her counterpart stood still for a moment, seemingly catching her breath.

"Oh, thank God that's over. Sorry dress, but you gotta go," the other Gwen said, unbuttoning it quickly.

 _Please don't be naked under there. One nude me is weird enough._

Underneath was a t-shirt and shorts, tucked away beneath her party dress.

The older Gwen sighed in relief, as did the original.

"Okay, now that's the me I remember. Okay so I'm doing fancy parties now, but it's still me, this can't be all bad."

She chuckled.

The other Gwen cocked her head to one side. "Hmm? Thought I heard something, must've been my imagination, silly me."

With the dress bunched up under one arm, the older Gwen jogged across the corridor. Gwen had no trouble keeping up.

"Why, hello there, my darling," Gwen heard a happy girlish voice from the room on the far end. The other Gwen smiled and stepped through the door, quickly closed it behind her accompanied by the muffled click of a lock.

"Huh, that's odd, wonder why I..."

Phasing through the door, she stood face-to-face with her counterpart, standing where she was, locked in place physically with her body.

Gwen's eyes were closed, lips pursed as she felt a softer counterpart embracing her's. As she opened her eyes, she eagerly slipped her tongue into the warm mouth that greeted her, relishing the taste of vanilla. So soft.

Blue eyes sparkled with mischief as manicured hands already began their exploration. The shock of red hair formed a curtain down her neck.

Gwen looked down to find she'd put on her old costume. It filled out her curves nicely.

 _Is that my...on her..._

The long, voluminous red hair clued Gwen in.

"Mary Jane?!" Gwen shouted at the top of her lungs.

"I don't remember giving you permission to put that on," she heard herself say between mouthfuls.

"Oh, is that a problem?" MJ giggled. "Then why not take it off me?"

"I'll let it slide for now, though of course, I'll have to discipline you later."

"Oh no, this diabolical super villain has captured Spider-Woman, however will she escape... Ah!"

Gwen had no words. The image froze her to the spot, melting her brain into an uncomprehending pile of question marks.

 _There she was, her... but not. There was MJ._

"Why... why MJ..." was all Gwen could mutter before her brain refused to function. "This can't be, can't be, can't be! Stop this, stop this at once!"

"Get me out of here!"

There came the boom of a clap of thunder, a burst of light, then darkness as she felt herself disconnect with that present and return to the place she once knew.

The ground was solid beneath her feet as she slowly opened her eyes. She looked around the theater hall in confusion, staring at Peter and Mysterio dumbly while her mind attempted to process what she'd seen.

"So?" Mysterio spoke first. "Did it work?"

"What did you see?" Peter added, failing to hide the curiosity in his tone.

"I...I..."

Her breath caught in her throat, her knees shook, fingers twitched.

"I...gotta go, see ya!" she cried, feeling her legs move of their own accord.

Before she had time to register what she was doing, her legs had carried her out of the theater and into the light of day.

In an instant, she was swinging through a street alley, her mind in such a haze she'd forgotten all about her paycheck until she was halfway through the Technodrome's doors.

 **End Chapter.**


End file.
